Panel Publishes Reasons For Decision in Ausdoc Group Limited [09/08/2002] The Takeovers Panel

9 August 2002

PANEL PUBLISHES REASONS FOR DECISION
IN AUSDOC GROUP LIMITED

The Takeovers Panel advises that it has published the reasons for its decision in relation to the Ausdoc Group Limited proceedings.

The application for a declaration of unacceptable circumstances and orders was made by the Australian Securities & Investments Commission on 14 June 2002. It was in relation to certain lock-up arrangements specified in a deed entered into between Ausdoc and ABN Amro Capital (Belgium) N. V. on 22 May 2002, including various exclusivity, break fee and cost contribution arrangements.

The Panel considered the issues and decided that one of the break fees specified in the Deed gave rise to unacceptable circumstances. The relevant fee was $2.5 million in the event that ABN Amro made a takeover bid for Ausdoc on the agreed terms, a 90% minimum acceptance fee in ABN Amro's bid was not satisfied and not waived, and no higher bid for Ausdoc had been made.

On 28 June 2002 both Ausdoc and ABN Amro offered to provide an undertaking to the Panel in relation to the Deed. The Panel was satisfied that the undertakings adequately addressed the Panel's concerns in relation to the Deed and, therefore, decided to accept those undertakings.

As a result the Panel then declined to make any declarations.

The Panel was constituted by Michael Tilley (sitting President), Ian Ramsay and Luise Elsing.

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

Nigel Morris
Director, Takeovers Panel
Level 47 Nauru House, 80 Collins Street,
Melbourne VIC 3000
Ph: +61 3 9655 3501
Email: nigel.morris@takeovers.gov.au