The Takeovers Panel today published a revised Guidance Note 1 Unacceptable Circumstances.

The Panel issued a consultation paper in relation to proposed revisions to Guidance Note 1 on 14 March 2018 to give an example of unacceptable circumstances following a last and final statement in relation to a takeover bid. The Panel received submissions from Arnold Bloch Leibler, ASIC, Herbert Smith Freehills, the Law Council,¹ MinterEllison and Mr Simon Mordant AM (in his personal capacity).

The fees payable for Panel applications have today been amended by Treasury Laws Amendment (ASIC Fees) Regulations 2018 (Cth).

With effect from 4 July 2018, a fee of $2,400 is payable on an application to the Panel.

The increase referred to in our previous media release (see TP18/48) now no longer applies.

The fees payable for Panel applications are indexed each year from 1 July based on any increase in the Consumer Price Index, pursuant to the Corporations (Fees) Act 2001 (Cth) and Corporations (Fees) Regulations 2001 (Cth).

With effect from 1 July 2018, as a result of indexation, a fee of $2,446 is payable on an application to the Panel.

Allan Bulman
Director, Takeovers Panel
Level 10, 63 Exhibition Street
Melbourne VIC 3000
Ph: +61 3 9655 3500
takeovers@takeovers.gov.au

The Panel has accepted undertakings (see annexure), following making a declaration and orders in relation to an application dated 29 May 2018 by Realm Resources Limited in relation to its affairs (see TP18/46).

In broad terms:

The Panel has declined to conduct proceedings on an application dated 25 June 2018 from NCZ Investments Pty Ltd in relation to the affairs of Atlas Iron Limited (see TP18/43).

The Panel has made a declaration of unacceptable circumstances (Annexure A) and final orders (Annexure B) in relation to an application dated 29 May 2018 by Realm Resources Limited in relation to its affairs (see TP18/37).

Background

Realm Resources Limited (Realm) is an ASX listed company (ASX code: RRP). On 30 August 2016, Realm acquired a 70% interest in the Foxleigh mine in Queensland's Bowen Basin from Anglo American Metallurgical Coal Assets Pty Ltd (Foxleigh Acquisition).

On 18 May 2018, the Panel made interim orders (see TP18/35) in response to an application for an interim order dated 18 May 2018 by Aurora Funds Management Ltd in its capacity as responsible entity of the Aurora Fortitude Absolute Return Fund (Aurora) in relation to the affairs of Molopo Energy Limited (Molopo).

The Panel varied those interim orders on 30 May 2018 (see TP18/38) in response to a further request for an interim order dated 28 May 2018 by Aurora.

The Takeovers Panel today published a revised Guidance Note 17 Rights issues.

The Panel issued a consultation paper in relation to proposed amendments of Guidance Note 17 on 23 February 2018.  The Panel received submissions from ASIC, Gilbert + Tobin, Herbert Smith Freehills and Johnson Winter & Slattery and the Law Council¹.