Introduction

1. The review Panel, Robin Bishop (sitting President), Elizabeth Hallett and Jeremy Leibler, declined to make a declaration of unacceptable circumstances in relation to the affairs of Energy Resources of Australia Limited.  The application concerned the proposed $880 million 19.87 for 1 renounceable entitlement offer announced by Energy Resources of Australia Limited on 29 August 2024.

Introduction

1. The review Panel, Ruth Higgins SC, Bruce McLennan and Karen Phin (sitting President), declined to conduct proceedings on an application by Benjamin Graham atf the Graham Family Trust and Warwick Sauer in his personal capacity and as a director of Baauer Pty Ltd atf the Baauer Family Trust to review the decision of the initial Panel to decline to conduct proceedings in AIMS Property Securities Fund 04.¹ The review application concerned an alleged association between the controlling unitholder of APW and other

Introduction

1. The Panel, Bruce Cowley, Kierin Deeming and Chelsey Drake (sitting President), declined to conduct proceedings on an application by Tissue Repair Ltd in relation to its affairs. The application concerned an alleged undisclosed association between certain shareholders of the company in favour of requisitioning a meeting for a restructure of the company’s board.

Introduction

1. The substantive President of the Panel, Alex Cartel, declined to grant consent to an application for review of a decision of the sitting Panel to decline to conduct proceedings in Tissue Repair Ltd.
2. In these reasons, the following definitions apply.

   Notices

   has the meaning given in paragraph 6

   Spark Capital

   Spark Capital Pty Limited

   TRP

   Tissue Repair Ltd

   Undertaking

   has the meaning given in paragraph 8

Facts

Introduction

1. The Panel, Jon Gidney, John McGlue and Rory Moriarty (sitting President), consented to a request from Louis Dreyfus Company Melbourne Holdings Pty Ltd to withdraw its application in relation to the affairs of Namoi Cotton Limited. Namoi Cotton Limited was the subject of two competing off‑market takeover offers from Louis Dreyfus Company Melbourne Holdings Pty Ltd and Olam Agri Australia Pty Ltd.

Introduction

1. The Panel, Rory Moriarty, Karen Phin (sitting President) and Erin Tinker, made a declaration of unacceptable circumstances in relation to the affairs of Pacific Smiles. Pacific Smiles had entered into a scheme of arrangement under which NDC would acquire 100% of Pacific Smiles.

Introduction

1. The Panel, Teresa Dyson (sitting President), Timothy Longstaff and James Stewart, declined to conduct proceedings on an application by Zentree Investments Limited and Packer & Co Ltd in relation to the affairs of Energy Resources of Australia Limited. The application concerned ERA’s 19.87 for 1 non‑underwritten pro rata renounceable entitlement offer to raise up to $880 million at an offer price of $0.002 per share announced on 29 August 2024.