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.
The Panel has received an application from NCZ Investments Pty Ltd in relation to the affairs of Atlas Iron Limited. Atlas Iron is currently the subject of an off-market takeover bid by Redstone Corporation Pty Ltd for 100% of the ordinary shares of Atlas which it does not currently have a relevant interest in for $0.042 per share.
Details of the application, as submitted by the applicant, are below.
The Panel has made a declaration of unacceptable circumstances (Annexure A) in relation to an application dated 11 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) (see TP18/34).
There is no suggestion that the current directors of Molopo (who were elected at Molopo’s AGM on 31 May 2018) are responsible for these circumstances.
The review Panel has affirmed the decision of the initial Panel to make a declaration of unacceptable circumstances in Finders Resources Limited 021 (Annexure A) and (by a 2:1 decision) set aside the initial Panel's decision to make orders and made new orders (Annexure B).
The Panel has accepted an undertaking from T2 Resources Fund Pty Limited (T2 Resources) in connection with an application by Realm Resources Limited (Realm) dated 29 May 2018 in relation to its affairs (see TP18/037).
T2 Resources has undertaken not to declare that its takeover offer for Realm shares is free from all conditions without providing the Panel with at least two (2) clear business days' notice in advance of any such declaration.
The Panel has accepted undertakings from Messrs Michael Davies and Gordon Galt (directors of Realm Resources Limited) and Messrs Michael Anderson and Craig McGown (as proposed directors of Realm), in response to an application for interim orders by Realm dated 29 May 2018 (see TP18/37), not to:
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).1
The Panel has received an application from Realm Resources Limited in relation to its affairs. Realm is currently the subject of a takeover bid by T2 Resources Fund Pty Ltd on behalf of Taurus Resources No 2, L.P. and Taurus Resources No. 2 Trust (T2).
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.
The Panel has received an application from 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). Molopo is currently the subject of an off-market takeover bid by Aurora. The Panel is currently considering another application by Aurora (see TP18/34).
Details of the application, as submitted by the applicant, are below.