Gulf Alumina Limited - Declaration of Unacceptable Circumstances and Orders

The Panel has made a declaration of unacceptable circumstances (Annexure A) and final orders (Annexure B) in relation to an application dated 15 February 2016 by Metro Mining Limited in relation to the affairs of Gulf Alumina Limited (see TP16/08).

Gulf Alumina Limited (Gulf) is an unlisted company with more than 50 members. Gulf is currently the subject of an off-market takeover bid from Metro Mining Limited (Metro, ASX code: MMI) for all the shares in Gulf at 3.3 Metro shares for every Gulf share.

ABM Resources NL - Panel Receives Application

The Panel has received an application from APAC Resources Capital Limited, a wholly owned subsidiary of Hong Kong listed company APAC Resources Limited, in relation to the affairs of ABM Resources NL. The application concerns a rights issue by ABM Resources.

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.

Panel Amends Guidance Note 13 Broker Handling Fees

The Takeovers Panel today amended Guidance Note 13 on broker handling fees, to note that such fees appear to fall under the definition of ‘conflicted remuneration’ in the Corporations Act 2001 (Cth) (the Act) and are therefore prohibited unless an exception applies. This follows the conclusion to the Australian Government’s Future of Financial Advice reforms with the passage of the Corporations Amendment (Streamlining of Future of Financial Advice) Bill 2014 on 24 November 2015.

Brisbane Markets Limited

Introduction

  1. The Panel, Rod Halstead, Peter Hay (sitting President) and Sarah Rennie, made a declaration of unacceptable circumstances in relation to the affairs of Brisbane Markets Limited. The application concerned an off-market takeover bid by Produce Markets Queensland Pty Ltd for Brisbane Markets. The Panel considered that the bidder's statement and supplementary bidder's statements contained information deficiencies and potentially misleading statements.

Appointment of Panel Members

The Takeovers Panel notes the announcement by the Minister for Small Business and Assistant Treasurer of the reappointment of 8 members and the appointment of 6 new members to the Panel, for terms of 3 years commencing on 8 March 2016.

The President of the Panel, Ms Vickki McFadden, herself reappointed as a member and as President, welcomed the new members. Ms McFadden said:

The President's Club Limited 02

Introduction

  1. The Panel, Peter Day (sitting President), Michelle Jablko and Ian Jackman SC, extended time for the application, obtained a court extension of time for a declaration, made a declaration and made orders. The application concerned the remittal of the proceedings in The President's Club Limited [2012] ATP 10 (first proceeding).

The President's Club Limited 02 - Panel Publishes Reasons

The Panel today published the reasons for its decision on an application dated 26 June 2012 (as remitted by the Full Court of the Federal Court of Australia on 4 September 2015) from The President's Club Limited in relation to its affairs.

Details of the Panel's decision can be found at TP16/06.

The Panel's reasons for its decisions are on the Panel's website.

The sitting Panel was Peter Day (sitting President), Michelle Jablko and Ian Jackman SC.

Sedgman Limited

Introduction

  1. The Panel, James Dickson, Robert McKenzie and Sophie Mitchell (sitting President), declined to make a declaration of unacceptable circumstances in relation to the affairs of Sedgman Limited on the basis of further disclosure made. The application concerned a takeover offer for Sedgman by CGI and the deduction of the value of franking credits from the bid consideration and disclosure issues.
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