The Panel advises that it has today released for public comment a draft Guidance Note on Frustrating Action.
The Guidance Note follows from decisions by the Panel in the Pinnacle 5 and Pinnacle 8 matters (the decisions are published on the Panel's website). In both those matters the Panel advised that it would publish guidance as to what actions that directors of a target company might take during a bid may be unacceptable.
An application under section 657C of the Corporations Act by RFC Corporate Finance Limited for a declaration of unacceptable circumstances and orders concerning the entry into an agreement by Ballarat Goldfields NL (BGF) with Rexadis Pty. Ltd. whereby BGF agreed to pay a break fee (payable as shares in BGF) which would enable Rexadis to acquire a substantial interest in BGF if the shareholders of BGF rejected a proposal by Rexadis to acquire the gold assets of BGF.
The Panel advises that it has published the reasons for its decision on 13 May 2002 to make a declaration of unacceptable circumstances in relation to a break fee that Ballarat Goldfields NL (BGF) agreed to pay to Rexadis Pty Ltd (Rexadis). The Panel ordered that BGF not pay the break fee, and that Rexadis not acquire the shares which are the subject of the break fee, nor any other benefit in substitution for the break fee.
The Panel advises that it has made a declaration of unacceptable circumstances in relation to a break fee that Ballarat Goldfields NL (BGF) agreed to pay to Rexadis Pty Ltd. The Panel has ordered that BGF not pay the break fee, and that Rexadis not acquire the shares which are the subject of the break fee, nor any other benefit in substitution for the break fee.
The Panel advises that it has received an application from RFC Corporate Finance (as agent for a group of shareholders) in relation to a break fee entered into by Ballarat Goldfields.
Ballarat granted the break fee to Rexadis P/L (a company associated with past or present officers of Ballarat) in relation to a proposal by Rexadis to acquire the core gold assets of Ballarat.
RFC asserts that size of the break fee is too large, especially when it had put forward an alternative proposal for Ballarat shareholders to consider for the future of their company.
These are the reasons of the majority for setting aside a decision by ASIC under section 655A of the Corporations Act not to grant relief from section 606 of the Act in relation to a Deed of Company Arrangement for Pasminco Ltd., and for our decision to grant a conditional exemption under section 656A.
The Takeovers Panel welcomes the re-appointment of the following members:
The Panel advises that it has published its reasons in Broncos 03 and 04.
In Broncos 03, the Panel accepted undertakings from Magic Millions in relation to its application under section 657EA requesting a review of the decisions in the Broncos Nos. 1 and 2 proceedings. That followed lengthy consultation with the parties in the contested takeover, and a further application to the Panel.
These are our reasons for deciding that circumstances were unacceptable, but declining to make any declaration, in relation to the affairs of Brisbane Broncos Ltd ("Broncos") and for accepting undertakings to ensure that Broncos shareholders received takeover offers by BB Sports Pty Ltd ("BB") at 17 cents per share for 50% of their Broncos shares, and takeover offers by Magic Millions League Pty Ltd ("Magic Millions") at 18 cents per share for 100% of their Broncos shares, and that, as far as possible, both bids proceed as if the unacceptable circumstances had not occurred.
These are our reasons for granting a modification of section 652B of the Corporations Act (Act), in relation to a takeover bid for Brisbane Broncos Ltd ("Broncos") by Magic Millions League Pty Ltd ("Magic Millions"). The modification allows Magic Millions to withdraw its offers if frustrated in its offer by another person acquiring more than 50% of the voting power in Broncos. This decision is in response to an application by Magic Millions to ASIC for a similar modification.