TP03/091
The Takeovers Panel advises that it has decided not to conduct proceedings with respect to the application made by Hillgrove Gold Limited (HGO) in relation to Selwyn Mines Limited (SLN).
On 6 September 2003, HGO and Grange Resources Limited (GRR) announced their intention to make an off-market scrip bid for all of the fully paid ordinary shares in SLN (Bid). To date HGO and GRR have not released a bidder's statement.
In its application to the panel HGO alleged unacceptable circumstances in relation to the failure of the Receivers and Managers (Receivers) of Selwyn Mines Limited (Receivers and Managers Appointed) (SLN) to provide information to the directors of SLN in order to enable them to understand the legal status of negotiations between the Receivers and a third party purchaser (Ivanhoe Mines Limited and Mineral Resources Limited) of SLN's assets.
HGO sought an order restraining the Receivers from completing the sale of the assets to the third party. The Panel decided that no case had been established for restraining this sale because of the possibility of the HGO/GRR Bid being made, the sale not being frustrating action to forestall that bid.
The Panel decided that, with no bidder's statement having been lodged and no target's statement being due for some weeks, it would be premature to declare that unacceptable circumstances now exist because information which may be required to be included in the target's statement is not yet available to the directors of SLN. It noted that when and if the directors have a present need of information regarding the sale of the assets in order to make a recommendation to the shareholders, the situation may be different.
The Panel was provided with certain information by the parties, and requested additional information. On the basis of the information before it, the Panel concluded that it would be unable to declare that unacceptable circumstances had arisen and accordingly it declined to conduct proceedings.
The Panel will post its full reasons for this decision on its website when they have been settled.
The sitting Panel was Ian Ramsay (sitting President), Michael Ashforth (sitting deputy President) and Celia Searle.
George Durbridge,
Director, Takeovers Panel
Level 47 Nauru House, 80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3553
