Panel Declines to Hear Further Application in Relation to Taipan Resources [16/11/2000] The Takeovers Panel

Thursday, 16 November 2000

Panel Declines to Hear Further Application in Relation to Taipan Resources

The Takeovers Panel has today advised that it has declined to commence proceedings in a further application from Troy Resources in relation to Taipan Resources. The Panel received the application on 26 October 2000.

The Panel decided that it would be inappropriate in this case for the Panel to commence proceedings when the issues and evidence involved in the application to the Panel so closely overlap the issues that the Supreme Court of Western Australia will consider under an oppression action brought by Troy, and in its consideration of the proposed merger of Taipan and St Barbara Mines under a scheme of arrangement. Both of these actions are already before the Court.

Troy's oppression action also raises a number of issues which are not raised in Troy's application to the Panel. The Panel considered that the Court is able to deal with all of these issues and any further issues which the parties wish to raise in the oppression action or the scheme proceedings.

Mr Simon McKeon, the President of the Panel, said that in the Panel's view it will generally be inappropriate for the Panel to conduct proceedings in relation to an application where the evidence and the issues to be considered by the Panel are already before a court. The Panel is keen to avoid duplicative proceedings and to discourage forum shopping where the functions of a court and the Panel overlap.

The application, under section 657C of the Corporations Law, was for a declaration that voting by St Barbara on a resolution of the shareholders of Taipan on 12 October 2000, to approve a merger between St Barbara and Taipan constituted unacceptable circumstances.

The meeting of Taipan was required under ASX Listing Rule 10.1 because a substantial shareholder of St Barbara, Strata Mining, is also a substantial shareholder in Taipan, and its holding in St Barbara will be "acquired" under the scheme of arrangement. Troy alleged that any votes by St Barbara should be excluded because St Barbara should be considered to be an associate of Strata, or to be a party to the resolution transaction. St Barbara is a substantial shareholder in Taipan.

The Panel has left it open to Troy to reapply to it to resolve any outstanding issues once the Court has determined the issues before it, or if the Court declines to consider any issues on the basis that they should be considered by the Panel. The Panel's decision not to conduct proceedings was made under Regulation 20 of the ASIC Regulations.

The sitting Panel was Simon McKeon (President), Ian Ramsay and Denis Byrne.

Nigel Morris
Director
Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au