The Panel has today published the reasons for its decision in relation to an application (Application) by the Grand Hotel Group (GHG) dated 30 September 2003 in relation to its own affairs.

In Takeovers Panel Media Release 106 (the Media Release) dated 27 October 2003, the Panel announced that it had made a declaration of unacceptable circumstances (the Declaration) in the BreakFree 04 proceedings in relation to an announcement (the Announcement) by S8 Limited (S8) on 8 October that it would not proceed to make offers under its scrip takeover bid (the Scrip Proposal) for BreakFree Limited (BreakFree) which was announced on 11 July 2003. The resolution of the question of what orders should be made in BreakFree 04 was left to be determined in light of the resolution of the BreakFree 03 proceedings.

The Panel advises that it has received an application from Mr Chak Chew Tan (Mr CC Tan) and unspecified associated shareholders in Richfield Group Limited (Richfield) for a declaration of unacceptable circumstances under section 657A of the Corporations Act (Act) in relation to the affairs of Richfield.

The BreakFree 04(R) Panel (the Review Panel) advises that it has met and decided to conduct proceedings in relation to the application by S8 Limited (S8) for a review of the decision in the BreakFree 04 first instance proceedings to make a declaration of unacceptable circumstances in relation to the affairs of BreakFree Limited (BreakFree).

The Takeovers Panel has decided not to make a declaration of unacceptable circumstances in relation to the affairs of QR Sciences Ltd (QR Sciences) because of an undertaking given by QR Sciences which resolved any issue of unacceptability which the Panel had observed.

The Takeovers Panel has today released for public comment a draft Guidance Note on financing arrangements for takeover bids. The Guidance Note aims to assist bidders and the market to determine the funding arrangements that may give rise to unacceptable circumstances. The Guidance Note also provides some guidance on the obligation to disclose funding arrangements in bidder's statements.

The Panel announces that on 28 October it received an application from S8 Limited (S8) for review of the decision made by the sitting Panel in the BreakFree 04 proceedings.

The decision in BreakFree 04 was announced by Panel media release 106/2003 on 27 October 2003. A copy of that media release is available from the Panel's website.

S8's application requests that, for reasons set out in the application, the review Panel:

The President of the Panel has consented to review of the decision of the Panel on 16 October 2003 to accept the undertakings provided to the Panel by ESK Holdings Pty Ltd on 16 October 2003 and the undertaking of National Can Industries Limited (NCI) provided to the Panel on 15 October 2003, pursuant to an application by Visy Industrial Packaging Holdings Pty Ltd.

The Panel announces that on 24 October it made a declaration of unacceptable circumstances in the BreakFree 04 proceedings in relation to the announcement by S8 Limited (S8) on 8 October 2003 that it would not proceed to make offers under its announced scrip takeover bid (the Scrip Proposal) for BreakFree Limited (BreakFree). However, on the basis of the information currently before the Panel, it does not propose to make any orders.