Nitro Software Limited 03R – Review Panel Decision
The review Panel has affirmed the decision of the initial Panel not to make a declaration of unacceptable circumstances in Nitro Software Limited (see TP23/06).
The Market Herald Limited – Panel Declines to Make Interim Order
The Panel refers to the application dated 6 February 2023 by UIL Limited in relation to the affairs of The Market Herald Limited (TMH) (see TP23/008).
The Panel has considered an interim order sought by UIL Limited to suspend the rights issue announced by TMH on 24 January 2023, currently scheduled to close at 8:00pm (AEDT)/5:00pm (AWST) on Monday, 13 February 2023.
The Panel has decided not to make that interim order.
Nitro Software Limited 02 – Potentia Makes Further Disclosure and the Panel Declines to Make Declaration
The Panel has declined to make a declaration of unacceptable circumstances in response to an application dated 9 January 2023 from Rocket BidCo Pty Ltd (Alludo) in relation to the affairs of Nitro Software Limited (Nitro). The application concerned the competing takeover offer for Nitro by Technology Growth Capital LLC, a special purpose vehicle managed by Potentia Capital Management Pty Ltd (Potentia) (see TP 23/03).
The Market Herald Limited – Panel Receives Application
The Panel has received an application from UIL Limited in relation to the affairs of The Market Herald Limited (ASX: TMH).
Details of the application, as submitted by the applicant, are below.
A sitting Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings. The Panel makes no comment on the merits of the application.
Nitro Software Limited
Introduction
- The Panel, Yasmin Allen (sitting President), James Burchnall and John O’Sullivan, declined to make a declaration of unacceptable circumstances in relation to the affairs of Nitro Software Limited. The application concerned the offer by Alludo to acquire 100% of Nitro by way of a scheme of arrangement or, in the alternative, via an off‑market takeover bid and whether Nitro had undertaken a competitive process to secure the best outcome for Nitro shareholders.
Nitro Software Limited 03R - Panel Receives Review Application
The Panel has received an application from Technology Growth Capital LLC (a special purpose vehicle managed by Potentia Capital Management Pty Ltd) seeking a review of the Panel’s decision in Nitro Software Limited (see TP23/06).
A review Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings. The Panel makes no comment on the merits of the application.
Nitro Software Limited - Panel Declines to Make Declaration
The Panel has declined to make a declaration of unacceptable circumstances in response to an application dated 4 January 2023 from Technology Growth Capital LLC, a special purpose vehicle managed by Potentia Capital Management Pty Ltd (Potentia), in relation to the affairs of Nitro Software Limited (Nitro).
AIMS Property Securities Fund 03 - Panel Receives Application
The Panel has received an application from Mr Benjamin Graham1 and Mr Warwick Sauer2 (together, the Applicants) in relation to the affairs of AIMS Property Securities Fund (APW). The application concerns whether certain unitholders in APW are associated.
Details of the application, as submitted by the Applicants, are below.
Mineral Commodities Limited 02
Introduction
- The Panel, Michael Borsky KC, Bill Koeck (sitting President) and Timothy Longstaff made a declaration of unacceptable circumstances in relation to the affairs of MRC. The application concerned a share placement by MRC to Au Mining (MRC’s largest shareholder) and a pro rata non-renounceable rights issue by MRC that was partially underwritten by Au Mining and two directors of MRC.
Nitro Software Limited - Press Speculation
The Panel has become aware of an article in the Australian Financial Review “Panel forms for Nitro Software case, submissions fly” dated 16 January 2023, that discloses confidential information. The Panel is concerned that there has been a contravention of Rules 18 and 19 of the Takeovers Panel Procedural Rules 2020.1