Yancoal Australia Limited

The Panel, Richard Hunt (sitting President), Jane Sheridan and Alison Watkins, made a declaration of unacceptable circumstances in relation to the affairs of Yancoal Australia Limited.  The application concerned a pro-rata, renounceable rights offer of Subordinated Capital Notes.  The Panel considered that the rights offer was (among other things) highly dilutive, enabled compulsory acquisition to occur more cheaply than would otherwise be the case and the steps taken to minimise the control effect were not sufficient.  The Panel made orders restricting the ability of Yancoal’s major shareholder to convert the notes into ordinary shares without minority shareholder approval.