Panel Publishes Consultation Paper - Revised Guidance Note 17 on Rights Issues

The Panel today released a Consultation Paper seeking public comment in relation to proposed revisions to Guidance Note 17 on Rights issues.

The proposed revisions seek to provide clearer guidance about the Panel's approach to rights issues.

The Panel seeks comments from interested persons on the draft Guidance Note by 6 April 2018. Comments should be emailed to takeovers@takeovers.gov.au.

Bulletproof Group Limited

Introduction

  1. The Panel, Shirley In't Veld, Jeremy Leibler and Karen Phin (sitting President), declined to make a declaration of unacceptable circumstances in relation to the affairs of Bulletproof Group Limited. The application concerned Bulletproof Group Limited's disclosure in its target's statement (and accompanying independent expert report) in relation to Macquarie Cloud Services Pty Ltd's bid for Bulletproof Group Limited.

Strategic Minerals Corporation NL

Introduction

  1. The Panel, Alex Cartel (sitting President), Bruce Cowley and Neil Pathak, made a declaration of unacceptable circumstances in relation to the affairs of Strategic Minerals Corporation NL. The application concerned QGold Pty Ltd's bid for Strategic Minerals. The Panel considered that a number of factors relating to the bid gave rise to unacceptable circumstances. These included the circumstances connected with a recent placement, the placee's additional on-market purchase of Strategic Minerals shares and the sale of the placee's shares.

Strategic Minerals Corporation NL 04R & 05R - Panel Receives Review Applications

The Panel has received an application from QGold Pty Ltd, and an application from Ms Veronica Oma, seeking a review of the Panel's decision to make final orders in relation to the declaration of unacceptable circumstances the Panel made in relation to the affairs of Strategic Minerals Corporation NL (see TP18/12).

A review Panel has not been appointed at this stage in relation to either application and no decision has been made whether to conduct proceedings.  The Panel makes no comment on the merits of the applications.

Strategic Minerals Corporation NL 02R & 03R - Review Panel Makes Interim Orders

The review Panel has made interim orders in response to an application for a stay by QGold Pty Ltd of the final orders made by the initial Panel on 15 February 2018 in relation to Strategic Minerals Corporation NL (see TP18/12).

Both QGold and Strategic Minerals have made applications seeking a review of the initial Panel’s decision to make a declaration of unacceptable circumstances in relation to Strategic Minerals (see TP18/08).

The review Panel has stayed the effect of the final orders.

Quantum Graphite Limited (subject to Deed of Company Arrangement)

Introduction

  1. The Panel, Yasmin Allen, Robert McKenzie and Sophie Mitchell (sitting President), declined to make a declaration of unacceptable circumstances in relation to the affairs of Quantum Graphite Limited (subject to Deed of Company Arrangement). The application concerned a placement of shares in Quantum and resolutions passed at Quantum’s annual general meeting to approve the issue of shares and unlisted options, in accordance with a deed of company arrangement, for the purposes of ASX Listing Rule 7.1.

AWE Limited - Panel Declines to Conduct Proceedings

The Panel has declined to conduct proceedings on an application dated 2 February 2018 from AWE Limited in relation to its affairs (see TP18/007).

Following compliance with the undertaking from CERCG dated 9 February 2018 (see TP18/011), the Panel concluded there was no reasonable prospect that it would make a declaration of unacceptable circumstances.  Accordingly, the Panel declined to conduct proceedings.

AWE Limited - Panel Accepts Undertaking and Makes Further Interim Order

The Panel has accepted an undertaking from CERCG Aus Gas Pty Ltd (CERCG) and has made a further interim order in connection with an application by AWE Limited (AWE) dated 2 February 2018 in relation to its affairs (see TP18/007).

AWE is currently the subject of a conditional off-market takeover bid by CERCG to acquire 100% of the shares in AWE for $0.73 cash per share.

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