These are our reasons for declining to make a declaration of unacceptable circumstances in response to the application (Application) by Mr Gerry Pauley and Dr Gordon Elkington (Shareholders) in relation to a buy-back of 25% of the shares, and a proposed one-for-three rights issue, by Phosphate Resources Limited (PRL) (an unlisted public company). The Panel considered that undertakings offered in relation to obtaining shareholder approval for a rights issue, or underwriting by Asset Backed Holdings Limited (ABK), in the next 12 months sufficiently addressed its concerns in relation to the buy back and the proposed rights issue.