PowerTel Limited 01 – Application in Relation to PowerTel Limited [26/06/2003] The Takeovers Panel

Thursday, 26 June 2003

APPLICATION IN RELATION TO POWERTEL LIMITED

The Takeovers Panel advises that it today received an application from TVG Consolidation Holdings SPRL (TVG ) seeking a declaration of unacceptable circumstances in relation to the affairs of PowerTel Limited (PowerTel).

TVG announced a takeover bid for all of PowerTel's shares on 10 June 2003. TVG's bid is a rival proposal to the proposal by the Roslyndale Syndicate (Roslyndale) which is proposed to be voted upon on 2 July 2003 by PowerTel shareholders under Item 7 of section 611 of the Corporations Act. Under the Roslyndale proposal, Roslyndale would, inter alia, acquire all of the shares owned by Williams Communications Group (WilTel), PowerTel's largest shareholder.

TVG has asked the Panel to make the following orders:

(a) that PowerTel seek the consent of its shareholders to adjourn the Roslyndale Proposal meeting due on 2 July 2003 to enable the supplementary disclosure described below to be made and considered by PowerTel shareholders.

(b) that PowerTel issue a supplementary target's statement, by no later than 5 business days before the adjourned meeting to consider the Roslyndale Proposal, which:

(i) includes all information regarding the Roslyndale Proposal (including all terms and conditions of the assignment and subsequent obligations between PowerTel and Roslyndale, and all terms and conditions which may affect WilTel's consideration of alternative proposals if PowerTel shareholders do not approve the Roslyndale Proposal) that is material to the making of the decision by a shareholder of PowerTel on how to vote on the Roslyndale Proposal in the context of the TVG Proposal, in terms approved by the Takeovers Panel; and

(ii) updates the recommendations made in the PowerTel target's statement, addresses the recent changes made by TVG to its bid conditions and intentions; and

(c) that any agreement between WilTel and Roslyndale does not restrict WilTel's capacity to accept the TVG bid subsequent to the PowerTel meeting (should shareholders vote against the Roslyndale Proposal).

The President of the Panel is assembling a Sitting Panel to consider the application.

The Panel has not yet sought the views of the parties affected by the application and so has not yet formed any views in relation to it.

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