Nitro Software Limited 03R

Introduction

  1. The review Panel, Teresa Dyson, Richard Hunt (sitting President) and Sandy Mak, affirmed the initial Panel’s decision not to make a declaration of unacceptable circumstances in relation to the affairs of Nitro Software Limited1. The review considered the use of a scheme/bid transaction structure in circumstances where a competing bidder held over 19% of Nitro.

Healius Limited – Panel Receives Application

The Panel has received an application from Healius Limited (ASX: HLS) (Healius) in relation to its affairs.

Healius is the subject of an off‑market scrip takeover bid made by Australian Clinical Labs Limited (ASX: ACL) (ACL).

Details of the application, as submitted by Healius, 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.

Nitro Software Limited 02

Introduction

  1. The Panel, Yasmin Allen (sitting President), James Burchnall and John O’Sullivan, declined to make a declaration of unacceptable circumstances in relation to the affairs of Nitro Software Limited. The application concerned the takeover offer by Potentia to acquire 100% of Nitro and whether Potentia had made adequate disclosure in connection with its bid funding, arrangements with co‑investors and the redeemable preference shares offered as part of the Scrip Alternative.

The Market Herald Limited – Panel Declines to Make Interim Order

The Panel refers to the application dated 6 February 2023 by UIL Limited in relation to the affairs of The Market Herald Limited (TMH) (see TP23/008).

The Panel has considered an interim order sought by UIL Limited to suspend the rights issue announced by TMH on 24 January 2023, currently scheduled to close at 8:00pm (AEDT)/5:00pm (AWST) on Monday, 13 February 2023.

The Panel has decided not to make that interim order.

Nitro Software Limited 02 – Potentia Makes Further Disclosure and the Panel Declines to Make Declaration

The Panel has declined to make a declaration of unacceptable circumstances in response to an application dated 9 January 2023 from Rocket BidCo Pty Ltd (Alludo) in relation to the affairs of Nitro Software Limited (Nitro). The application concerned the competing takeover offer for Nitro by Technology Growth Capital LLC, a special purpose vehicle managed by Potentia Capital Management Pty Ltd (Potentia) (see TP 23/03).

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