BreakFree Limited 03 – Status of the Proceedings [07/10/2003] The Takeovers Panel

Tuesday, 7 October 2003

BREAKFREE 03 - STATUS OF THE PROCEEDINGS

In Takeovers Panel media release 90/2003 (a copy of which is available at http://www.takeovers.gov.au/Content/MediaReleases/2003/TP03_90.asp) on 24 September, the Panel advised the status of an application (the Application) from BreakFree Limited (BreakFree) pursuant to section 657A of the Corporations Act 2001 (Cth) (the Act) for a declaration of unacceptable circumstances in relation to an amended bidder's statement (the Bidder's Statement) by S8 Limited (S8) concerning its takeover bid for BreakFree.

In that release, the Panel advised that, in response to a request from S8 following receipt of the Panel's brief, it had decided to allow S8 until 12 noon on 29 September 2003 to prepare a further revised version of the Bidder's Statement.

The Panel and the other parties to the proceedings were provided with the further revised Bidder's Statement on 29 September. The Panel has received submissions indicating outstanding concerns in relation to the document, some of which are new concerns, or concerns that arose from changes proposed to be made by S8.

On 3 October the Panel advised the parties that it believed that at least some of the outstanding concerns identified in relation to the further revised Bidder's Statement were outside the scope of the Application. It further advised the parties that before the Panel could resolve all of the issues that had been raised in the proceedings, it would be necessary for BreakFree to either request the Panel's consent to amend its application, or for a new application to be made.

At the same time, the Panel encouraged the parties to have further discussions to determine which (if any) of the remaining issues (in particular the new issues) could be resolved by the parties between themselves. The Panel asked the parties to advise how they proposed to proceed with the resolution of the remaining issues by 12.00 noon on 6 October.

On 6 October the Panel was informed that the parties had agreed to hold discussions to try and resolve the remaining issues, although those discussions were not scheduled to be held until 8 October.

On the same day, the Panel received a request from BreakFree to amend the Application, and the Panel consented to the amendment so that the Application now applies to the revised form of the Bidder's Statement and the issues identified in relation to that document. Following the provision of that consent, the Panel issued a supplementary brief to the parties which identifies the outstanding issues in relation to the Bidder's Statement that the Panel believes require further consideration. The supplementary brief has requested submissions and rebuttals from the parties in relation to those issues by the afternoon on 9 and 10 October respectively.

The Panel understands that there will be discussions on 8 October in an attempt to resolve some or all of the outstanding issues in these proceedings. The Panel encourages the use of those discussions to deal with as many of the issues identified in the Supplementary Brief as possible. To the extent that there are any unresolved issues, they will be determined by the Panel.

George Durbridge,
Director, Takeovers Panel
Level 47 Nauru House,
80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3553 Fax: +61 3 9655 3511
george.durbridge@takeovers.gov.au