Review Panel Upholds Panel's Declaration Against Reliable But Enables Reliable's Bid to Proceed [01/05/2001] The Takeovers Panel

Tuesday, 1 May 2001

Review Panel Upholds Panel's Declaration Against Reliable But Enables Reliable's Bid to Proceed

Following a review of the decision made by the Corporations and Securities Panel in relation to Pinnacle VRB Limited No. 4 (Pinnacle No. 4), the Review Panel has decided that Reliable Power Inc (Reliable) can proceed with its off market takeover offer for the ordinary shares in Pinnacle VRB Limited (Pinnacle) (the Bid), subject to Reliable providing further disclosure of its funding arrangements to the shareholders of Pinnacle.

Following receipt of fresh evidence of Reliable's funding arrangements with New West Capital LLC and US Global LLC, and their financial capacity, the Review Panel is now satisfied with the evidence provided by Reliable in relation to its funding arrangements for the purpose of paying the consideration offered under its Bid.

However, on the basis that, until recently, Reliable had not shown adequate funding arrangements in place, the Review Panel has affirmed the declaration of unacceptable circumstances made by the Pinnacle No. 4 Panel. In this regard, the Review Panel took the same policy view as the Pinnacle No. 4 Panel, that, in order to ensure that the acquisition of control over the voting shares in a listed company takes place in an efficient competitive and informed market, bidders need to have adequate funding arrangements in place to ensure that they are able to pay the consideration offered under a bid.

The Review Panel has asked Reliable to provide further disclosure in relation to its funding arrangements to Pinnacle shareholders in the form of a supplementary bidder's statement, which is to be approved by the Panel before being dispatched to shareholders.

The Review Panel has further extended the suspension of the Pinnacle No. 4 Panel's orders stopping Reliable's bid, on the basis that these orders will be revoked shortly when the Review Panel is satisfied that Reliable has met its disclosure obligations.

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