These are our reasons for our decision to refuse an application by AngloGold Limited under section 657EA of the Corporations Act 2001 for review of a decision in Normandy Mining Limited (No. 4) (Normandy (No. 4)) to refuse a declaration of unacceptable circumstances and orders in relation to the takeovers by Newmont Mining Corporation of Normandy Mining Limited ABN 86 009 295 765 (Normandy) and Franco-Nevada Mining Corporation Limited.
The Panel advises that it has received an application from E.P.H.S. Limited (EPHS) for a declaration of unacceptable circumstances in relation to a takeover bid for EPHS by Cabcover Limited (Cabcover) for $2.25 per A class share and $2.00 per B class share.
EPHS alleges deficiencies in the disclosure in the bidder's statements lodged with ASIC on 29 May 2002 in respect of each of the classes of shares in EPHS.
The Panel is currently assembling a sitting Panel for the application.
The Panel advises that it has today received an application from the Australian Securities and Investments Commission (ASIC) for a declaration of unacceptable circumstances in relation to the affairs of Ausdoc Group Limited (Ausdoc).
The application relates to a break fee and other lock-up provisions that Ausdoc announced on 22 May 2002, it had entered into with an unnamed potential bidder for Ausdoc.
ASIC's concerns relate to:
The Panel advises that it has today released for public comment a draft Guidance Note on Conflicts of Interest as they relate to Panel members sitting on individual matters.
The Panel advises that it has published its reasons for declining an application from Focus Technologies Ltd under section 657C of the Corporations Act requesting a declaration of unacceptable circumstances in relation to a parcel of 10 million options to subscribe for shares in Focus.
The Panel decided, on the facts and circumstances of this particular case, there was no urgent basis for intervention by the Panel. The relevant facts are that:
The Panel advises that it has today released for public comment a draft Guidance Note on Frustrating Action.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.