The Takeovers Panel today amended Guidance Note 13 on broker handling fees, to note that such fees appear to fall under the definition of ‘conflicted remuneration’ in the Corporations Act 2001 (Cth) (the Act) and are therefore prohibited unless an exception applies. This follows the conclusion to the Australian Government’s Future of Financial Advice reforms with the passage of the Corporations Amendment (Streamlining of Future of Financial Advice) Bill 2014 on 24 November 2015.

The Takeovers Panel notes the announcement by the Minister for Small Business and Assistant Treasurer of the reappointment of 8 members and the appointment of 6 new members to the Panel, for terms of 3 years commencing on 8 March 2016.

The President of the Panel, Ms Vickki McFadden, herself reappointed as a member and as President, welcomed the new members. Ms McFadden said:

The Panel today published the reasons for its decision on an application dated 26 June 2012 (as remitted by the Full Court of the Federal Court of Australia on 4 September 2015) from The President's Club Limited in relation to its affairs.

Details of the Panel's decision can be found at TP16/06.

The Panel's reasons for its decisions are on the Panel's website.

The sitting Panel was Peter Day (sitting President), Michelle Jablko and Ian Jackman SC.

The Panel today published the reasons for its decision on an application dated 19 January 2016 from Sedgman Limited in relation to its affairs.

Details of the Panel's decision can be found at TP16/05.

The Panel's reasons for its decisions are on the Panel's website.

The sitting Panel was James Dickson, Robert McKenzie and Sophie Mitchell (sitting President).

The Panel has received an application from Metro Mining Limited in relation to the affairs of Gulf Alumina Limited. Gulf Alumina is an unlisted public company with more than 50 members and is currently subject to an off-market takeover offer from Metro Mining.

Details of the application, as submitted by the applicant, are below.

A sitting Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings. The Panel makes no comment on the merits of the application.

The Panel has made a declaration of unacceptable circumstances (Annexure A) and final orders (Annexure B) in relation to an application dated 6 January 2016 by Brisbane Markets Limited in relation to its affairs (see TP16/01).

Background

Brisbane Markets is an unlisted company with more than 50 members and its issued capital consists of 42,500,000 ordinary shares and four industry shares.

The Panel has made a declaration of unacceptable circumstances (Annexure A) and final orders (Annexure B) in relation to the remitted application dated 26 June 2012 of The President’s Club Limited in relation to its affairs. The application had been remitted to the Panel by the Full Court of the Federal Court of Australia on 4 September 2015 (see TP15/45).

The Panel has declined to make a declaration of unacceptable circumstances in response to an application dated 19 January 2016 from Sedgman Limited on the basis of further disclosure provided.  The application concerned the takeover offer for Sedgman by CIMIC Group Investments Pty Limited (CGI), a wholly owned subsidiary of CIMIC Group Limited (see TP 16/04).