Grand Hotel Group – Panel Declines to Commence Proceedings [13/09/2003] The Takeovers Panel

Monday, 13 September 2003


The Panel has declined to commence proceedings in relation to an application by Grand Hotel Group (GHG) dated 30 September 2003 alleging unacceptable circumstances in relation to the affairs of GHG.

First, GHG submitted that there were deficiencies with a Notice of Meeting given to members of the Grand Hotel Trust (GHT) for the purposes of a meeting called by Parker Global Strategies LLC for 22 October 2003. The purpose of that meeting is to remove the current responsible entity of GHT and appoint Hotel Capital Partners Ltd (HCP) in its place.

Second, GHG submitted that various substantial holding notices (Notices) lodged by HCP and Touraust Corporation Pty Ltd (the entity which operates most GHT hotels) under Chapter 6C were defective. Specifically, GHG submitted that the Notices provided insufficient information about the nature of each entity's relationship with PGS.

The Panel has declined to commence proceedings on the Notice of Meeting issue. It considers that in the current circumstances, the Notice of Meeting (and more generally the meeting to which it relates) do not relate to a control transaction for the purposes of Chapter 6 of the Corporations Act. Chapter 6 is essentially concerned with situations in which control of the general meeting is changed, by acquiring relevant interests in securities. Chapter 6 is not designed to prevent members from using their votes to replace the management of companies and trusts, unless they contravene section 606 (the 20% threshold). Such arrangements may further require disclosure under Chapter 6C. The Application does not allege that the meeting of GHT members involves either a change in the voting power of any holder, or the acquisition of relevant interests in securities.

The Panel was initially inclined to commence proceedings in relation to the Notices. It was concerned about the limited nature of the information provided by each of HCP and Touraust about their relationship with PGS. However, the Panel has now received draft letters by HCP and Touraust to GHG which adequately supplement the information provided in the Notices. The Panel expects GHG to release these letters to the Australian Stock Exchange. Accordingly, there are no further issues for the Panel to address, and the Panel has decided to dismiss the application without conducting proceedings.

The sitting Panel comprised Peter Scott (sitting President), Ian Ramsay (deputy President) and Scott Reid.

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