Panel Affirms ASIC Decision on Dispatch of AIF Bidder's Statement

Mr Brett Heading, the President of the first sitting Panel announced today that the Panel has determined its first application, which was lodged on 1 May, 2000. The Panel affirmed a decision by ASIC.

The Panel has received two applications which relate to the takeover bid by Australian Infrastructure Fund Limited and Hastings Funds Management Limited (together the bidders ) for Infratil Australia Limited (Infratil ).

President Appoints First Panel Under New Regime

The Takeovers Panel has received its first applications. Mr Simon McKeon, President of the Corporations and Securities Panel, said that he has appointed the first Panel under the new takeovers regime that came into operation on 13 March 2000.

The Panel has been convened to hear two applications which relate to the takeover bid by Australian Infrastructure Fund Limited and Hastings Funds Management Limited (together the bidders ) for Infratil Australia Limited (Infratil ).

Policy: Minimum Price Requirement s621(3) & (4)

The Corporations and Securities Panel (the Takeovers Panel) today released a policy about the minimum price requirement of the Corporations Law (s.621(3)) and some aspects of valuing listed securities offered as consideration under takeover bids. Under the minimum price requirement, a bidder must offer the same value, in cash or securities, as the highest price the bidder or an associate paid for bid class securities, in the four months before the bid.

London Takeover Panel Deputy Director General Meets with Australian Takeover Panel

Mr Peter Lee, Deputy Director General of the London Takeover Panel, spoke with the executive and President of the Corporations and Securities Panel (CSP) and local takeover practitioners today.

Mr Lee is in Australia as a guest of the CSP and of the Securities Institute of Australia, to give evidence to the Parliamentary Joint Committee on Corporations and Securities on the operation of the mandatory bid rule under the City Code.

New Members of the Takeovers Panel

Mr Simon McKeon, the President of the Corporations and Securities Panel today said that he was delighted to welcome seventeen new members to the Panel. He said that he was particularly pleased at the quality of the new appointees. (see details attached)

The new members were appointed by the Governor-General on Wednesday 8 March, on the recommendation of the Minister for Financial Services and Regulation, Mr Joe Hockey M.P. Their period of appointment is for three years. The members have all been appointed as part time members.

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.
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