These are our reasons for declining to make a declaration of unacceptable circumstances in relation to the affairs of Online Advantage Limited (Online Advantage) as a result of the acquisition by certain persons of approximately 100 million shares in Online Advantage through crossings which occurred on 3 June 2002.
The Takeovers Panel today advises its decision in relation to applications made by McWilliam Nominees Pty Ltd and ASIC in relation to the affairs of Online Advantage Limited.
On 4 July 2002, McWilliam Nominees lodged an application for a declaration of unacceptable circumstances under Section 657A of the Corporations Act 2001 in relation to the alleged acquisition by certain persons specified in the application of approximately 100 million shares in Online Advantage on or around 3 June 2002 ("3 June Crossing").
The Panel advises that it has considered the issues raised in the applications made by Mirvac Funds Ltd. in relation to the Merger Proposal by Colonial First State Property Funds, Commonwealth Property Office Fund and Gandel Retail Trust. The Panel has made some preliminary decisions, however, it has decided to try to seek implementation of those decisions by undertakings from the parties. Discussions on the Panel's proposals to resolve the issues are still in progress with the parties.
The Panel advises that it has received a second application from Mirvac Funds Limited. The application seeks a review of the Australian Securities & Investments Commission's decision to modify item 7(a)(ii) of section 611 of the Corporations Act in relation to the proposal by Commonwealth Property Office Fund and Gandel Retail Trust, and their respective responsible entities, for a merger with the four Colonial First State Property funds.
These are our reasons for declining to make a declaration of unacceptable circumstances in relation to the Deed of Undertaking entered into by Ausdoc Group Limited (Ausdoc) and ABN AMRO Capital (Belgium) N. V. (ABN AMRO) on 22 May 2002. The decision follows undertakings to the Panel by Ausdoc and ABN AMRO waiving ABN AMRO's right to the break fee that would be payable under the Deed if there is no bid for Ausdoc higher than the ABN AMRO bid, and ABN AMRO does not reach or waive its 90% minimum acceptance condition.
An application under section 657C of the Corporations Act by EPHS Limited for a declaration of unacceptable circumstances and orders concerning the bidder's statements in relation to bids by Cabcover Limited through its representative Akram El-Fahkri for two classes of shares in EPHS. The Panel declined to make a declaration of unacceptable circumstances or final orders in relation to the bidder's statements, accepting amendments to the bidder's statements instead.
The Panel advises that it has accepted an undertaking offered by Placer Dome Asia Pacific Limited (Placer Dome) in relation to the broker inducement fee which Placer Dome announced on 29 July 2002 (Australian time) under its takeover offers for AurionGold Limited.
The Panel had concerns that the size of the fee offered by Placer Dome had the possibility of inducing brokers to place undue, and possibly coercive, pressure on their clients to accept the Placer Dome offer.
The Panel advises that it has today received an application from AurionGold Limited. The application seeks a declaration of unacceptable circumstances and interim and final orders in relation to the takeover bid for AurionGold Limited by Placer Dome Asia Pacific Limited.
The concerns raised by AurionGold relate to:
The Panel advises that it has declined to make a declaration of unacceptable circumstances in response to an application on behalf of the directors of Radly Corporation Limited (Receivers and Managers Appointed). The application related to an agreement on 14 June 2002, by the receivers of Radly to sell 19.9% of the shares in Isis Communications Ltd, in equal shares to Investec Australia Pty Ltd and MGB Equity Growth Pty Ltd. Radly held 43% of the shares in Isis. The application was made on 27 June, 2002.
The Panel advises that it has made a declaration of unacceptable circumstances in relation to statements made by Revesco Group Limited in a letter (Letter) which accompanied a supplementary bidder's statement dispatched by Revesco to Ranger Minerals Limited shareholders on 17 June 2002. Ranger applied for a declaration of unacceptable circumstances on 20 June 2002.