Richfield Group Limited – Panel Receives Application [06/11/2003] The Takeovers Panel

Thursday, 6 November 2003

RICHFIELD GROUP LIMITED – PANEL RECEIVES APPLICATION

The Panel advises that it has received an application from Mr Chak Chew Tan (Mr CC Tan) and unspecified associated shareholders in Richfield Group Limited (Richfield) for a declaration of unacceptable circumstances under section 657A of the Corporations Act (Act) in relation to the affairs of Richfield.

Richfield is a public company listed on the Australian Stock Exchange. Mr CC Tan holds 29.57% of Richfield and is also a director of the company.

The application concerns, amongst other things, an alleged breach of section 606 (the 20% threshold) by Mr Jack Bai, also a substantial holder in, and director of, Richfield. The application states the breach of section 606 arose as a result of Mr Bai and other persons forming an illegal agreement one of whose purposes was to prevent Richfield entering into a transaction proposed by Mr CC Tan. That transaction involved a business being acquired from Mr CC Tan in return for which Mr CC Tan and persons associated with him would be issued further shares in Richfield such that their relevant interest would exceed 50% of the expanded capital in Richfield (Proposed Transaction).

The application seeks various orders, including that Mr Bai and certain other directors of Richfield be restrained from voting at a board meeting convened to consider whether shareholders should be asked to approve the Proposed Transaction.

We understand that various matters the subject of the Panel application are also being considered by the Supreme Court of Western Australia.

The President of the Panel is in the process of appointing a Sitting Panel to consider the application. Consequently the Panel has not yet formed any views in relation to the application or whether to conduct proceedings in relation to it.

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