Panel Publishes Consultation Paper - Revised Guidance Note 19 on Insider Participation in Control Transactions

The Panel today released a Consultation Paper seeking public comment in relation to proposed revisions to Guidance Note 19 on Insider Participation in Control Transactions.

The proposed revisions seek to (among other things) clarify the scope and policy bases of the Guidance Note with references to recent Panel decisions.

The Panel seeks comments from interested persons on the draft Guidance Note by Tuesday, 28 February 2023. Comments should be emailed to takeovers@takeovers.gov.au.

Takeovers Panel redesigned website launch

The Takeovers Panel has today launched its redesigned website. It is now live and located at the same address: www.takeovers.gov.au.

The completely redesigned user interface and layout improves the readability of the site. It is now easier to navigate and find material and resources including through direct links to related content and a newly added search feature. The new site has also been optimised for use on mobile devices.

CD Private Equity Fund II

Introduction

  1. The Panel, Yasmin Allen (sitting President), Marissa Freund and Ian Jackman SC, declined to conduct proceedings on an application in relation to the affairs of CD Private Equity Fund II. The application concerned the proposed merger of the fund by way of a trust scheme of arrangement. The proposed merger was withdrawn shortly after the application was made.

Mineral Commodities Limited 02 - Declaration of Unacceptable Circumstances and Undertakings

The Panel has made a declaration of unacceptable circumstances (Annexure A) and accepted undertakings in lieu of making final orders1 (Annexure B and Annexure C) in relation to an application dated 17 October 2022 by Simto Resources Pty Ltd in relation to the affairs of Mineral Commodities Limited (see TP22/55).

Nimrod Resources Limited 02

Introduction

  1. The Panel, James Burchnall, Anthony Jarvis and Sarah Rennie (sitting President), declined to conduct proceedings on an application by Romell Pty Ltd in relation to the affairs of Nimrod Resources Limited. The application concerned whether an increase in a shareholder’s voting power from 33% to 43.78% under Nimrod’s entitlement offer was outside the exception in item 10 of section 6111 because Nimrod had not appointed a section 615 nominee.

Lincoln Minerals Limited 03 - Panel Receives Application

The Panel has received an application from Quantum Graphite Limited (Quantum or QGL) in relation to the affairs of Lincoln Minerals Limited (Lincoln). Lincoln is the subject of an off-market takeover bid for all the ordinary shares in Lincoln by Quantum.

Details of the application, as submitted by Quantum and drawn from publicly available information, 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.

Lincoln Minerals Limited 02 - Panel Receives Application

The Panel has received an application from Olary Holdings Limited (Olary) in relation to the affairs of Lincoln Minerals Limited (Lincoln). 

Details of the application, as submitted by Olary and drawn from publicly available information, 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.