Takeovers Panel Advice on Aspects of New Regime

The Corporations and Securities Panel advises that it will generally require a bidder's statement for a scrip bid under new Chapter 6 of the Corporations Law to contain the type of information as would be required in a prospectus issued by the bidder for the securities offered as consideration. This is both the intention of Parliament and a reasonable requirement for offerees to make of offerors.

Takeovers Panel Prepares for New Regime

The Corporations and Securities Panel (also known as the Takeovers Panel) today released its first public document for comment in preparation for its new role under the Government's new Corporate Law Economic Reform Programme Act (CLERP) which starts on 13 March.

Under the new CLERP legislation the Panel will be the main dispute resolution forum for takeovers in Australia. A major feature of the new CLERP legislation is that after 13 March, any party to a takeover will be able to ask the Panel to declare that circumstances surrounding a takeover are unacceptable.

Westfi Ltd

The Panel has determined that, in the circumstances of the takeover bid for Wesfi, it is not satisfied that: a)the resolution of the board of Innerhadden Limited to acquire shares in either Bristile or Wesfi to a value of up to $8 million amounted to a proposal to acquire, or under which a person would acquire, a substantial interest in Wesfi; b) a proposal for CPV to acquire 1.9% of the shares in Wesfi is a proposal to acquire, or under which a person would acquire, a substantial interest in Wesfi.

John Fairfax Holdings Ltd

It having appeared to the ASC that the conduct of BIL and MLAF constituted or may have constituted unacceptable circumstances pursuant to sections 732(1)(a), (b) and/or (d) of the Law, the ASC lodged an application with the Panel on 15 August 1997, pursuant to section 733(1) of the Law. The ASC submitted that unacceptable circumstances had occurred in relation to the purchase of shares in Fairfax by subsidiaries of BIL on three days in June 1997, and also in relation to the conduct which culminated in those share purchases.

Pivot Nutrition Pty Ltd

The need for an efficient, competitive and informed market is a central aim of the regulation of takeovers in Australia. The Corporations and Securities Panel has a role to play in achieving that aim. The Panel is charged with responsibility for determining whether conduct in relation to takeovers has been unacceptable according to principles embodied in legislation, the origins of which can be traced back to the Report of the Eggleston Committee in 1969.

Titan Hills Australia Ltd

On 4 July 1991 the Australian Securities Commission (ASC) made application to the Corporations and Securities Panel (Panel) seeking declarations under Section 733(3) of the Corporations Law in relation to certain acquisitions of shares in Titan Hills Australia Ltd. (Titan Hills) and Precision Data Holdings Ltd. (PDHL) and conduct engaged in by certain persons in relation to the specified acquisitions.

Knights Capital Group Limited

The Panel, Diana Chang, Mark Darras and Anthony Sweetman (sitting President), declined to conduct proceedings on an application by Knights Capital Group Limited in relation to its affairs. The application concerned whether a registered holder of shares in Knights was a bare trustee under s609(2) and, if not, whether acquisitions of shares in Knights contravened s606. The issue arose in the context of resolutions to be put at Knights' 2012 annual general meeting involving the replacement of two non-executive directors with three new directors. The Panel accepted an undertaking offered by the registered holder and decided there was no reasonable prospect that it would declare the circumstances unacceptable. The Panel also considered that the application was not timely.
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