Bentley Capital Limited 01R - Withdrawal of Judicial Review Applications

On 2 August 2011, the Panel was served with two Federal Court applications, one by Mrs Ambreen Chaudhri and Data Base Systems Limited (DBS) and the other by Mr Azhar Chaudhri, seeking judicial review of the Panel's decision to accept undertakings in Bentley Capital Limited 01R (see TP11/56 and TP11/57) ("the Federal Court Proceedings").

Panel Publishes Revised Guidance Note 18

The Takeovers Panel today published a revised version of Guidance Note 18: Bidder's Statements (renamed 'Takeover Documents' to reflect its broadened content).

On 7 December 2011, the Panel issued a consultation draft of Guidance Note 18. It received a submission from ASIC and has taken it into account and made further changes.

This is the last guidance note to be rewritten under the program of reviewing and simplifying the Panel guidance, which included a review of the currency and consistency of the guidance notes.

Some of the more important changes include:

MacarthurCook Property Securities Fund – Panel Receives Application

The Panel has received an application from Laxey Partners Ltd in relation to the affairs of MacarthurCook Property Securities Fund. The application concerns a 13 for 15 non-renounceable rights issue, announced by the responsible entity1 of MacarthurCook (the Responsible Entity) on 20 April 2012, to raise approximately $5.8 million at 3.5 cents per unit.

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

Real Estate Capital USA Property Trust

The Panel, James Dickson, Alastair Lucas (sitting President) and John Story made a declaration of unacceptable circumstances in relation to the affairs of Real Estate Capital Partners USA Property Trust. The application concerned a 0.98 for 1 renounceable rights issue which was fully underwritten by Frost Holdings Pty Ltd. If none of the rights were taken up, Frost’s voting power in RCU had the potential to increase from 19.82% to 59.51%. The Panel concluded that the rights issue was likely to have a substantial impact on the control of RCU and all reasonable steps had not been taken to minimise the control effect. The Panel made orders providing unitholders with an opportunity to participate in any shortfall.

Real Estate Capital USA Property Trust - Panel Publishes Reasons

The Panel today published the reasons for its decision on an application dated 9 March 2012 from Intelligent Investor Funds Pty Limited in relation to the affairs of Real Estate Capital USA Property Trust.

Details of the Panel's decision can be found at TP12/22.

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

The sitting Panel was James Dickson, Alastair Lucas (sitting President) and John Story.

Careers Australia Group Limited

The Panel, Paula Dwyer, John Keeves (sitting President) and Anthony Sweetman declined to make a declaration of unacceptable circumstances, given performance of an undertaking offered by Cirrus, in relation to the affairs of Careers Australia. The application concerned option deeds entered into by Cirrus with some Careers Australia shareholders, the original effect of which would have been to reduce the number of Careers Australia shareholders to 50 or less, thus removing the company from Chapter 6 of the Corporations Act 2001 (Cth).

Real Estate Capital Partners USA Property Trust - Declaration of Unacceptable Circumstances and Orders

The Panel has made a declaration of unacceptable circumstances (Annexure A) and final orders (Annexure B) in relation to an application dated 9 March 2012 by Intelligent Investor Funds Pty Ltd in relation to the affairs of Real Estate Capital Partners USA Property Trust (see TP12/17). The orders include the making of a further offer to unit holders.

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