The Panel, Paula Dwyer, Simon Mordant (sitting president) and Nerolie Withnall, made a declaration of unacceptable circumstances in relation to the affairs of Gloucester. The Panel considered that unacceptable circumstances existed because, under s657A1 and contrary to the principles in s602, Gloucester shareholders were denied an opportunity to consider the merits of the proposed merger with Whitehaven, or alternatively the bid by Noble or any other control transaction for Gloucester, transactions that would have an effect on the control of, or the acquisition of a substantial interest in, Gloucester.