The Panel advises that it has today published the reasons for its decision to make a declaration of unacceptable circumstances and final orders in relation to Vanteck (VRB) Technology Corp's takeover bid for Pinnacle VRB Limited.
On 15 October 2001, we decided that the proposed placement of Bigshop shares to Macquarie and related advisory agreements could be said to be likely to lead to the defeat of Fast Scout's bid. Therefore, we advised Bigshop that to implement the Proposed Placement without shareholder approval would constitute unacceptable circumstances. We decided not to make a declaration of unacceptable circumstances in response to the application by Fast Scout Ltd dated October 2001 seeking review of an earlier Panel decision (Bigshop 01) not to make a declaration of unacceptable circumstances.
An application under section 657C of the Corporations Act by Fast Scout Limited for interim orders under section 657E of the Corporations Act
The Takeovers Panel (the Panel) advises that it has published the reasons for its decision to grant interim orders for the dispatch of the replacement bidder's statement of Fast Scout Limited (Fast Scout) in relation to its takeover offer for Bigshop.com.au Limited (Bigshop).
The Panel today advised the directors of Bigshop.com.au Ltd that a proposed issue to Macquarie Bank Limited of 6.667 million shares in Bigshop should go to Bigshop shareholders for approval. The decision was in response to an application by Fast Scout Limited to the Panel for review of the Panel's decision of 27 September 2001, when the Panel decided (in its Bigshop 01 decision) not to make a declaration of unacceptable circumstances in relation to the proposed issue.
The Panel advises that it has today made a declaration of unacceptable circumstances and final orders in relation to Vanteck (VRB) Technology Corp's takeover bid for Pinnacle VRB Limited. Vanteck is listed on the Canadian Venture Exchange. The Panel has ordered that Vanteck proceed as soon as practicable to make an application for quotation of its securities on ASX and that it extend the closing date of its bid. Pinnacle shareholders who have accepted since that announcement will also be able to withdraw their acceptance of the bid.
During the proceedings, ASIC submitted that :
The Panel advises that the Pinnacle No.11 Panel has today made a declaration of unacceptable circumstances and final orders in relation to Vanteck (VRB) Technology Corp's (Vanteck) takeover bid for Pinnacle VRB Ltd (Pinnacle).
The review Panel's decision confirms the views of the Pinnacle No.10 Panel in its decision of 5 October 2001 relating to acceptances made by Credit Suisse First Boston Australia Equities Private Ltd (CSFB) on 22 and 23 September 2001 on behalf of Ronay Investments Pty Ltd (Ronay) and some other Pinnacle shareholders.
The Takeovers Panel welcomed the announcement in New Zealand today by the New Zealand Commerce Minister Paul Swain that Mr Denis Byrne has been appointed as an Australian member of the New Zealand Takeovers Panel. Mr Byrne's appointment is for three years.
Mr Byrne is a senior member of the Australian Takeovers Panel and has been a member of the Australian Takeovers Panel since 1997. He has sat on a number of matters for the Australian Takeovers Panel.
The President of the Takeovers Panel (previously the Corporations and Securities Panel) Mr Simon McKeon, has welcomed the introduction of the new name for the body.
The name change took effect as part of the Transitional Provisions of the Government's Financial Services Reform Act 2001.
The Panel advises that the Pinnacle No.11 Panel has today made interim orders postponing the closing date of Vanteck (VRB) Technology Corp's bid for Pinnacle VRB Ltd by a week and postponing the date for Pinnacle's general meeting of shareholders by a week in relation to the Pinnacle No.11 proceedings.
Vanteck's offer was previously due to close on Friday, 12 October 2001 and the general meeting of Pinnacle shareholders called by Vanteck pursuant to section 249F of the Corporations Act was due to be held on Monday, 15 October 2001 (EGM).