Panel's Reasons in Relation to Troy Resources ' bidder's statement [31/01/2001] The Takeovers Panel

Wednesday, 31 January 2001

Panel's Reasons in Relation to Troy Resources' bidder's statement

The Takeovers Panel has today published its reasons for its decision to decline to make a declaration of unacceptable circumstances in relation to Troy Resources bidder's statement dated 2 November in its first takeover bid for Taipan Resources.

The decision was formally made on 19 December 2000 after the Panel advised parties on 13 December that it saw little value in further enquiries in the matter. On 16 November, the Panel had announced that it had declined to restrain dispatch of Troy's bidder's statement. Taipan applied to the Panel on 16 November.

Taipan's application related to Taipan's concerns over Troy's disclosure in its bidder's statement in relation to Troy's:
- funding arrangements for its bid,
- voting power in Taipan shares, and
- intentions in relation to a Taipan convertible note held by Rothschild Australia.

The Panel advised parties at that time that it did not believe that Taipan had produced adequate evidence to substantiate its concerns in relation to Troy's voting power in Taipan shares, or the Rothschild convertible note. However, the Panel told the parties that it had not reached a conclusion on Taipan's concerns about Troy's disclosure of its funding capacity for the bid. In this case, the Panel would have been minded to seek further clarification from Troy in relation to its financial position before making a final decision.

The Panel decided to refuse the application on the basis that Troy's bid would lapse and any orders regarding supplementary disclosure would be of no practical effect.

Similarly to its position in the Brickworks matter, the Panel advised the parties:

"Nevertheless, the Panel is aware that Troy may be planning to make a further takeover bid for Taipan after its current bid lapses. If this occurs, the Panel would expect that, having had the benefit of Taipan's submissions and the Panel's enquiries, the issues of disclosure raised in these proceedings will be addressed in the bidder's statement for any new bid by Troy."

The sitting Panel is Simon McKeon, Professor 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