TP04/007
The Panel announces that on 27 January 2004, it received an application from Mildura Investment Company Pty Limited (MIC) pursuant to section 657A of the Corporations Act 2001 (Cth) (the Act) for a declaration of unacceptable circumstances in relation to MIC’s takeover bid for all of the ordinary shares in The Mildura Co-Operative Fruit Company Limited (MCFC).
The sole director and shareholder of MIC is Mr John Armour. MIC alleges that unacceptable circumstances arise from MCFC’s target’s statement containing statements by Mr Armour and Piper Alderman (Mr Armour’s solicitors) and statements based on statements made by Mr Armour and Piper Alderman in contravention of section 638(5) of the Act (the Statements). The Statements relate to views expressed by Mr Armour in September 2003 as to the value of MCFC shares.
Section 638(5) provides that a target’s statement may only include a statement by a person, or a statement said in the target’s statement to be based on a statement by a person if the person has consented to the statement being included in the target’s statement in the form and context in which it is included.
MIC seeks an interim order that, for a period of two months, MCFC refrains from making any public statements that refer to, are based upon or in any way draw attention to the Statements.
MIC also seeks final orders that MCFC withdraws its target’s statement by writing to each MCFC shareholder, issues a replacement target’s statement and refrains from making any public statements that refer to, are based upon or in any way draw attention to the Statements.
The Panel notes that it has not yet considered the issues raised and makes no comment on the merits of the application. It also notes that it has not received submissions from the other parties to the application and it is, therefore, unaware of their views.
The President of the Panel has yet to appoint a sitting Panel to consider the application.
George Durbridge
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne, VIC 3000
Ph: +61 3 9655 3553
george.durbridge@takeovers.gov.au
