Grand Hotel Group – Panel Publishes Reasons [17/11/2003] The Takeovers Panel

Monday, 17 November 2003

GRAND HOTEL GROUP: PANEL PUBLISHES REASONS

The Panel has today published the reasons for its decision in relation to an application (Application) by the Grand Hotel Group (GHG) dated 30 September 2003 in relation to its own affairs.

The Application concerned various alleged deficiencies in relation to, first, several substantial shareholder notices (Notices) provided in relation to GHG and, secondly, information (Notice of Meeting) provided to security holders of the Grand Hotel Trust (GHT) for the purposes of a general meeting on 22 October 2003 at which holders were required to decide whether to replace the current responsible entity of the GHT.

The Panel declined to commence proceedings on the Notice of Meeting issue. It considered that in the circumstances, the Notice of Meeting (and more generally the meeting to which it related) did not relate to a control transaction for the purposes of Chapter 6 of the Corporations Act. Chapter 6 is not designed to prevent members from using their votes to replace the management of companies and trusts, unless in doing so they contravene section 606 (the 20% threshold) or other provisions of Chapter 6. The Application did not allege that the meeting of GHT members involved 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. However, after the Application was made the parties who had filed the Notices, Hotel Capital Partners Ltd and Touraust Corporation Pty Ltd, provided additional information to GHG which adequately supplemented the information provided in the Notices, which GHG released to the Australian Stock Exchange. Accordingly, there were no further issues for the Panel to address, and the Panel dismissed the Application without conducting proceedings on Monday, 13 October 2003.

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

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

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