Application By Pasminco Limited (Administrators Appointed) [26/03/2002] The Takeovers Panel

Friday, 26 March 2002

APPLICATION BY PASMINCO LIMITED (ADMINISTRATORS APPOINTED)

The Panel advises that it has, by majority, granted conditional relief in response to an application by the Administrators of Pasminco (in their capacity acting for the principal creditors of Pasminco (Creditors)). The application relates to the possible restructure of the Pasminco group of companies by one or more Deeds of Company Arrangement (Deed) under Part 5.3A of the Corporations Act (Act). On 19 September 2001, the directors of Pasminco appointed the Administrators. Pasminco's shares are suspended from trading.

If the Administrators proceed with the proposal outlined to the Panel, the relief would allow the Creditors to acquire shares, issued to them by the Administrators under the proposed Deed in a debt for equity swap of an as yet undetermined part of Pasminco's debt. The shares would give the Creditors a controlling interest in Pasminco. Existing shareholders in Pasminco would retain their shares, but would be heavily diluted.

The application was under section 656A of the Act for a review of the decision by ASIC on 4 February 2002 to refuse the Administrators' application for an exemption from section 606 of the Act (the 20% limit).

The Administrators advised the Panel that the proposal is the only way that the existing shareholders will retain any (albeit residual) interest in, or benefit from, their shares in Pasminco. They advised the Panel that all other proposals which the Creditors were considering would leave the shareholders with no value. Under the proposal, the Creditors would be issued with as many new shares as would ensure that there were enough existing shareholders with parcels of the size to meet ASX's "spread" requirement in Listing Rule 1.1.

The relief would allow acquisitions by the Creditors in the period after shares in Pasminco are readmitted to trading on ASX, where those acquisitions were made pursuant to the deed.

The Panel also required that the Administrators provide updates to Pasminco shareholders when the relief is granted and when the final form of the proposal is announced.

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

The Panel noted that the Administrators have advised it through these proceedings that they have not yet finalised any proposal to put to the creditors of Pasminco, and that the Panel's decision has not delayed that process. The Panel advised that the process of settling majority and dissenting reasons had not materially affected the timing of making and releasing the decision.

Sitting Panel

The sitting Panel in this matter is constituted by Mr Denis Byrne (sitting President), Mrs Marian Micalizzi (sitting Deputy President) and Ms Irene Lee.

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