The Panel has declined to make a declaration of unacceptable circumstances in response to an application dated 4 January 2023 from Technology Growth Capital LLC, a special purpose vehicle managed by Potentia Capital Management Pty Ltd (Potentia), in relation to the affairs of Nitro Software Limited (Nitro).
The Panel has received an application from Mr Benjamin Graham1 and Mr Warwick Sauer2 (together, the Applicants) in relation to the affairs of AIMS Property Securities Fund (APW). The application concerns whether certain unitholders in APW are associated.
Details of the application, as submitted by the Applicants, are below.
The Panel has become aware of an article in the Australian Financial Review “Panel forms for Nitro Software case, submissions fly” dated 16 January 2023, that discloses confidential information. The Panel is concerned that there has been a contravention of Rules 18 and 19 of the Takeovers Panel Procedural Rules 2020.1
The Panel has received an application from Rocket BidCo Pty Ltd (Alludo) in relation to the affairs of Nitro Software Limited (Nitro). Nitro is the subject of competing control proposals made by Alludo1 and Technology Growth Capital LLC, a special purpose vehicle managed by Potentia Capital Management Pty Ltd (Potentia).
Details of the application, as submitted by the applicant, are below.
The Panel has received an application from Technology Growth Capital LLC, a special purpose vehicle managed by Potentia Capital Management Pty Ltd (Potentia), in relation to the affairs of Nitro Software Limited (ASX: NTO) (Nitro). Nitro is the subject of competing control proposals made by Potentia and Cascade Parent Limited1 (Alludo).
Details of the application, as submitted by the applicant, are below.
The review Panel has affirmed the decision of the initial Panel not to make a declaration of unacceptable circumstances in Lincoln Minerals Limited 02 & 03 (see TP22/62).
The Panel today released a Consultation Paper seeking public comment in relation to proposed revisions to Guidance Note 7 on Lock‑up devices (proposed to be renamed to “Deal protection”).
The proposed revisions seek to (among other things) clarify the Guidance Note’s application to deal protection devices entered into in respect of non‑binding proposals, including to provide guidance on the Panel’s approach to ‘hard’ exclusivity arrangements.
The Panel today released a Consultation Paper seeking public comment in relation to proposed revisions to Guidance Note 19 on Insider Participation in Control Transactions.
The proposed revisions seek to (among other things) clarify the scope and policy bases of the Guidance Note with references to recent Panel decisions.
The Panel seeks comments from interested persons on the draft Guidance Note by Tuesday, 28 February 2023. Comments should be emailed to takeovers@takeovers.gov.au.