AMP Shopping Centre Trust 01 – Panel Publishes Reasons in AMP Shopping Centre Trust 01 [12/06/2003] The Takeovers Panel

Thursday, 12 June 2003

PANEL PUBLISHES REASONS IN AMP SHOPPING CENTRE TRUST 01

The Panel advises that it has today published its reasons for its decision in the AMP Centro 01 proceedings, which it announced on 13 May 2003. The Panel's decision was to make a declaration of unacceptable circumstances in relation to the affairs of the AMP Shopping Centre Trust (ART). The Panel made orders preventing ART's interests in five major shopping centres being bought out solely because AMP Henderson Global Investors Ltd. (AMPH) is removed as responsible entity of ART following a successful takeover bid for ART.

On 26 March 2003 AMPH announced that a change of responsible entity of ART as a result of a takeover bid under Chapter 6 of the Corporations Act would be likely to breach provisions contained in agreements (Co-Owners' Agreements) in relation to five of the largest and most important shopping centres in which ART owned interests. AMPH said that those breaches may activate Pre-Emptive Rights in the Co-Owners' Agreements which may lead to the Co-Owners being entitled to require ART to sell its interests in the shopping centres to the other Co-Owners at market value. AMPH's announcement in relation to the Pre-Emptive Rights was in response to the announcement by Centro Property Trust of a takeover bid for all of the units in ART.
The Panel accepted that the commercial effect of the Pre-Emptive Rights would effectively deter a takeover bid by any person not acceptable to the AMP group.

The Panel said that it was concerned that the suggested effect of the Pre-Emptive Rights had not been disclosed to ART unitholders or the market prior to AMPH's announcement to ASX on 26 March and has not been consented to by ART unitholders. The Panel considers that this has impaired the efficient, competitive and informed market for ART units and for control of ART.

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

The reasons for the decision of the AMP 02 Review Panel are also on the Panel's website at: http://www.takeovers.gov.au

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