Panel Publishes Reasons for Holding Over ALQ Proceedings [20/08/2001] The Takeovers Panel

Monday 20 August 2001

PANEL PUBLISHES REASONS FOR HOLDING OVER ALQ PROCEEDINGS

The Panel has today published its reasons for deciding to hold over its proceedings in relation to the application made by Liquorland on 12 July 2001, in relation to Liquorland's bid for Australian Liquor Group (ALQ). Liquorland's bid for ALQ closed on 29 June 2001, and the first payments of the bid consideration were due to be made to ALQ shareholders on 18 July 2001.

In its application, Liquorland alleged that disclosure by ALQ of its financial performance had been inadequate during Liquorland's bid. Liquorland applied for an interim order restraining the payment by it of the bid consideration to all shareholders of ALQ. It also applied for a declaration of unacceptable circumstances and final orders.

On 17 July, the Panel made interim orders directing Liquorland to pay into an interest bearing trust account the money owing to the ex-directors of ALQ and their associates for ALQ shares they sold into Liquorland's bid. The money, and accrued interest, was to be paid out in 14 days, unless otherwise ordered by a court. These orders were later modified and extended to apply for a period of 21 days. The Panel made no order concerning the payments to other ALQ shareholders.

In its reasons for making the interim orders, the Panel said that the court appeared to be a more appropriate forum to resolve Liquorland's allegations and to make orders for any compensation or damages. The Panel made it clear that it had made no decision on the merits of those allegations, which are yet to be tested. The Panel also invited the parties to make submissions on whether it would be in the public interest for the Panel to pursue its proceedings in this matter.

Liquorland then initiated proceedings in the Supreme Court of Victoria, and the Court has since made consent orders further restraining payment of that money to the former ALQ directors and an associate. Following receipt of submissions from parties, the Panel has agreed to stand the matter over.

The Panel has indicated to the parties that it would be prepared to accept further submissions if parties sought to revive the matter in the Panel (subject to the appropriate time limitations).

The sitting Panel is Ms Alice McCleary, Mr David Gonski, Ms Carol Buys. The reasons are available on the Panel's website at www.takeovers.gov.au .

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