Panel Receives application in relation to Pinnacle VRB Ltd [30/07/2000] The Takeovers Panel

Sunday, 30 July 2000

Panel Receives application in relation to Pinnacle VRB Ltd

The Takeovers Panel today advised that late on the afternoon of Friday 28 July, 2000, it received an application from Pinnacle VRB Ltd for a declaration of unacceptable circumstances in relation to actions by a group of persons and companies seeking to alter the board of Pinnacle, and a request for interim orders preventing those persons voting at a meeting of Pinnacle which had been called for Monday 31 July, 2000.

The Panel has made enquiries over the weekend and does not consider that the information currently available to it is sufficient to assure it that it has jurisdiction in relation to the meeting. Therefore the Panel has made no interim orders.

Pinnacle has said that it considers that a group of shareholders of Pinnacle may have breached the 20% threshold of section 606 of the Corporations Law by acting in concert and in acquiring shares in Pinnacle.

Pinnacle has asked for interim orders that the shares of the group be vested in ASIC, or be not counted in any resolution to alter the board of Pinnacle. Pinnacle has requested that the orders be in place until after the Panel has considered the matter, and in any case be in place until a meeting of Pinnacle shareholders on 15 August, 2000. The Panel notes that there is a material dispute between parties as to whether the meeting being held on 31 July, 2000 has been validly postponed by the company under its articles until 15 August, 2000. The Panel considers that that is a matter for a court to determine.

The Panel will now seek submissions from the parties in relation to the substantive application.

The President of the Panel, Mr. Simon McKeon has appointed himself, Professor Ian Ramsay and Ms Robyn Ahern to be the sitting Panel for these proceedings. Mr. McKeon will be sitting President of the Panel.

Nigel Morris

Director, Corporations and Securities Panel
Level 47 Nauru House 80 Collins Street (03) 9655 3501