Panel Publishes Reasons for Decision in Normandy No. 4 [11/01/2002] The Takeovers Panel

Friday, 11 January 2002

PANEL PUBLISHES REASONS FOR DECISION IN NORMANDY No. 4

The Panel advises that it has today published the reasons for its decision in the Normandy No.4 proceedings.

On 12 December 2001 the Panel declined an application by AngloGold for a declaration of unacceptable circumstances in relation to Newmont Mining's proposed bid for Normandy Mining. AngloGold had alleged that Newmont had indirectly offered an additional benefit to Franco-Nevada shareholders for their interests in Franco-Nevada's 19.9% holding in Normandy (under the proposed Canadian law Plan of Arrangement) compared to the value offered directly to Normandy shareholders for their Normandy shares under Newmont's bid for Normandy which gave rise to unacceptable circumstances.

The Panel decided that it was not appropriate to attempt to allocate different values and premia to the different types of asset within Franco-Nevada in order to determine a separate amount which could have been offered by Newmont to the Franco-Nevada shareholders in order to gain control over Franco-Nevada's Normandy shares. The Panel did not consider that the proportion that Franco-Nevada's Normandy shares represented of the total value of Franco-Nevada was sufficient to assert that acquiring those Normandy shares was the principal effect of Newmont's proposed acquisition of Franco-Nevada. The Panel did not accept that the whole of any premium which might be ascribed to the proposed consideration for Franco-Nevada should be applied to Franco-Nevada's parcel of Normandy shares.

The Panel's reasons for decision are available on the Panel's website http://www.takeovers.gov.au/Content/Decisions/decisions.asp

The decision in Normandy No.4 was the subject of an application for review in the Normandy No.6 proceedings. The reasons for the review Panel's decision will be available shortly.

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
nigel.morris@takeovers.gov.au