TP04/084
The Panel has received an application from Boswell Filmgesellschaft mbH (Boswell) dated 17 September 2004 alleging unacceptable circumstances in relation to the affairs of Village Roadshow Limited (VRL). Boswell is a shareholder of VRL.
In its application, Boswell seeks a declaration of unacceptable circumstances in relation to a resolution to approve a proposed on-market buy-back of VRL ordinary shares, which is to be put to VRL shareholders at a general meeting on 8 October 2004 (Buy-back Resolution). Meeting documents regarding the Buy-back Resolution were sent to VRL shareholders on 8 September 2004.
Boswell alleges that unacceptable circumstances arise due to:
- a failure to provide adequate information to VRL shareholders regarding the Buy-back Resolution; and
- the ability of Village Roadshow Corporation Limited (VRC), the majority shareholder in VRL, to vote in favour of the Buy-back Resolution.
Boswell is seeking final orders:
- requiring VRL to issue supplementary disclosure to VRL shareholders in relation to the Buy-back Resolution; and
- restraining VRC and its associates from voting in favour of the Buy-back Resolution.
The Panel has not yet sought the views of VRL or other persons potentially involved in Boswell’s application and has therefore formed no views on the application.
The President of the Panel is appointing a sitting Panel to consider the application.
Nigel Morris
Director, Takeovers Panel
Level 47 Nauru House, 80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au
