Tuesday, 8 June 2010
The Panel has received an application from Armidale Investment Company Pty Limited1 in relation to the affairs of Wallace Absolute Return Limited. The application concerns the renounceable rights issue announced by Wallace on 5 May 2010 seeking to raise $2,512,538 by issuing 71,786,794 new shares at 3.5 cents.
On or about 4 June 2010 Armidale proposed a cash takeover offer to acquire all the shares in Wallace conditional on, among other things, the cancellation of the rights issue and achieving 50.1% of acceptances.
The rights issue is fully underwritten by E-quest Capital Pty Ltd.
Armidale submits (among other things) that:
Armidale further submits that there is an unacceptable effect on control of Wallace and an effect on its takeovers bid.
Armidale seeks interim orders including an order deferring the closing of the rights issue until after completion of the takeover offer by Armidale.
Armidale seeks final orders including an order cancelling the rights issue to prevent an unlawful acquisition of Wallace shares in breach of the takeovers prohibition by E-quest upon allotment of shares to E-quest as underwriter.
The President of the Panel has today made interim orders2 which require Wallace to:
The interim orders have effect until the earliest of further order of the Panel, determination of the proceedings or 2 months from the date of the interim orders.
A copy of the interim orders is attached.
A sitting Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings. The Panel makes no comment on the merits of the application.
Director, Takeovers Panel
Level 10, 63 Exhibition Street
Melbourne, VIC 3000
Ph: +61 3 9655 3597
Armidale Investment Company Pty Limited (Armidale) made an application to the Panel dated 4 June 2010 for interim orders in relation to the affairs of Wallace Absolute Return Limited (Wallace).
Armidale made an application for a declaration of unacceptable circumstances in relation to the affairs of Wallace on 7 June 2010.
The President ORDERS:
with authority of Simon McKeon
Dated 8 June 2010
1 The application discloses that Mark Smith and Presmore Pty Ltd as trustee for the Smith Family Trust are associates of Armidale
2 BACKGROUND: An interim order is designed to maintain the status quo until the Panel can consider the application in detail. It may be made by the President or a sitting Panel. Often a sitting Panel has not been appointed at the stage of considering the making of an interim order. An interim order does not indicate that the Panel has decided to conduct proceedings or necessarily indicate the merits of an application for a declaration of unacceptable circumstances