Introduction

1. The Panel, Bruce Cowley, Kierin Deeming and Chelsey Drake (sitting President), declined to conduct proceedings on an application by Tissue Repair Ltd in relation to its affairs. The application concerned an alleged undisclosed association between certain shareholders of the company in favour of requisitioning a meeting for a restructure of the company’s board.

Introduction

1. The substantive President of the Panel, Alex Cartel, declined to grant consent to an application for review of a decision of the sitting Panel to decline to conduct proceedings in Tissue Repair Ltd.
2. In these reasons, the following definitions apply.

   Notices

   has the meaning given in paragraph 6

   Spark Capital

   Spark Capital Pty Limited

   TRP

   Tissue Repair Ltd

   Undertaking

   has the meaning given in paragraph 8

Facts

Introduction

1. The Panel, Jon Gidney, John McGlue and Rory Moriarty (sitting President), consented to a request from Louis Dreyfus Company Melbourne Holdings Pty Ltd to withdraw its application in relation to the affairs of Namoi Cotton Limited. Namoi Cotton Limited was the subject of two competing off‑market takeover offers from Louis Dreyfus Company Melbourne Holdings Pty Ltd and Olam Agri Australia Pty Ltd.

Introduction

1. The Panel, Rory Moriarty, Karen Phin (sitting President) and Erin Tinker, made a declaration of unacceptable circumstances in relation to the affairs of Pacific Smiles. Pacific Smiles had entered into a scheme of arrangement under which NDC would acquire 100% of Pacific Smiles.

Introduction

1. The Panel, Teresa Dyson (sitting President), Timothy Longstaff and James Stewart, declined to conduct proceedings on an application by Zentree Investments Limited and Packer & Co Ltd in relation to the affairs of Energy Resources of Australia Limited. The application concerned ERA’s 19.87 for 1 non‑underwritten pro rata renounceable entitlement offer to raise up to $880 million at an offer price of $0.002 per share announced on 29 August 2024.