Panel Publishes Reasons for Decision on Normandy Target's Statement [10/12/2001] The Takeovers Panel

Monday 10 December 2001


The Panel advises that it has today published the reasons for its decision to lift the interim order that it made on 22 November 2001 restraining dispatch of Normandy's target's statement in response to AngloGold' bid. Anglogold had applied to the Panel for interim orders concerning Normandy's target's statement.

The Panel considered that Normandy should not be required, at that time, to make any further disclosure in its target's statement. However, it required Macquarie Bank to clarify the status of the statement in the Chairman's letter at the front of Normandy's target's statement that Macquarie supported the Normandy board's rejection of the AngloGold offer. It has also required Normandy to publish a supplementary statement shortly before the AngloGold bid closes, to update Normandy shareholders.

The Panel considered that the disclosure in Normandy's target's statement in relation to the issues raised by AngloGold in the application was adequate. However, the Panel did raise a number of areas that it considered Normandy could have made fuller disclosure as well as areas that Normandy could consider for disclosure to its shareholders in the future.

The Panel's reasons also state that if the AngloGold bid is still open at the time the Normandy target's statement is given in response to a bid by Newmont, the target's statement will need to contain a careful comparison of the two bids. This should include a comparison of the risks under the two bids. The Panel's reasons note that the current Normandy target's statement sets a benchmark against which such comparison could be measured.

The sitting Panel in this matter was constituted by Mr David Gonski (sitting President), Ms Meredith Hellicar (sitting Deputy President) and Ms Ilana Atlas.

Nigel Morris
Director, Takeovers Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501