Wollongong Coal Limited 03

Introduction

  1. The Panel, Teresa Dyson, Michelle Jablko (sitting President) and Michael Lishman, declined to conduct proceedings on an application in relation to the affairs of Wollongong Coal Limited. The application concerned the content of a revised independent expert’s report for compulsory acquisition under Chapter 6A1 commenced by Jindal Steel & Power (Mauritius) Limited.

Bullseye Mining Limited 04

Introduction

  1. The Panel, Karen Evans‑Cullen (sitting President), Bruce McLennan and Sharon Warburton, made a declaration of unacceptable circumstances in relation to the affairs of Bullseye Mining Limited. This application followed the orders made in Bullseye Mining Limited 031 and concerned whether there had been adequate disclosure in the supplementary bidder’s statement and supplementary target’s statement that the Panel had ordered.

Virtus Health Limited 02

Introduction

  1. The Panel, Teresa Dyson, Richard Hunt (sitting President) and James Stewart, declined to conduct proceedings on an application concerning the exclusivity arrangements entered in relation to a non-binding, indicative proposal to acquire all the issued shares in Virtus by way of a scheme of arrangement in the context of a competing proposal.

Virtus Health Limited

Introduction

  1. The Panel, Teresa Dyson, Richard Hunt (sitting President) and James Stewart, made a declaration of unacceptable circumstances in relation to the affairs of Virtus. The application concerned the exclusivity arrangements Virtus entered into with a potential bidder who had submitted a non‑binding, indicative proposal to acquire all the issued shares in Virtus by way of a scheme of arrangement (or proceed with an alternative transaction structure which requires acceptance by Virtus shareholders with 50.1% of its shares).

Bullseye Mining Limited 03

Introduction

  1. The Panel, Karen Evans‑Cullen (sitting President), Bruce McLennan and Sharon Warburton, made a declaration of unacceptable circumstances in relation to the affairs of Bullseye Mining Limited. The application concerned (among other things) director intentions and early director acceptances, association, and disclosure issues in relation to a bid by Emerald Resources NL for all the shares in Bullseye.

Smoke Alarms Holdings Limited 03

Introduction

  1. The Panel, Anthony Jarvis, Marina Kelman and Rory Moriarty (sitting President), declined to make a declaration of unacceptable circumstances in relation to the affairs of Smoke Alarms. The application concerned a pro-rata entitlement offer by Smoke Alarms to eligible shareholders. Following receipt of the application, Smoke Alarms revised the entitlement offer from a 2 for 1 offer ratio to a 1 for 1 offer ratio. The Panel considered that, among other things, the revised offer ratio reduced the potential control effect of the entitlement offer.

PM Capital Asian Opportunities Fund Limited 03R & 04R

Introduction

  1. The Panel, Alex Cartel (sitting President), Rebecca Maslen-Stannage and John Sheahan QC affirmed the declaration and varied the orders made by the initial Panel in relation to the affairs of PM Capital Asian Opportunities Fund Limited.1 The review Panel agreed with the initial Panel’s conclusions, for substantially the same reasons, but varied the orders to deal with the change of circumstances, including the desire by parties associated with Mr Paul Moore to accept the bid by WAM Capital Limi

Nex Metals Explorations Ltd 06 – Panel Declines to Conduct Proceedings

The Panel has declined to conduct proceedings on an application dated 24 May 2022 from Nex Metals Explorations Ltd (ASX:NME) in relation to its affairs. Nex Metals is the subject of an off-market scrip takeover bid from Metalicity Ltd (ASX:MCT).

The application raised concerns with the ongoing disclosure in respect to the takeover offer by Metalicity, including lack of disclosure of the implied value of the offer following material changes to the parties’ respective share prices and the completion of an entitlement offer by Metalicity.

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