ASIC TURNS UP THE HEAT ON EXPERT INDEPENDENCE, REVERSE TAKEOVER VOTES AND SHAREHOLDER INTENTION STATEMENT SOLICITATION
|
|
- Chloe Simon
- 5 years ago
- Views:
Transcription
1 ASIC TURNS UP THE HEAT ON EXPERT INDEPENDENCE, REVERSE TAKEOVER VOTES AND SHAREHOLDER INTENTION STATEMENT SOLICITATION 23 March 2017 Australia Legal Briefings By Rebecca Maslen-Stannage, Courtney Dixon and Hilary Starr We look at the areas where ASIC is turning up the heat, as flagged in ASIC s Corporate Finance Report for the second half of IN BRIEF ASIC remains concerned about expert independence and will test whether an expert has placed undue reliance on information from the company or its advisers without sufficient critical evaluation and enquiry. ASIC may use its mandatory information gathering powers in addition to direct engagement with experts to test independence and the expert s critical evaluation process. The regulatory squeeze on reverse takeovers is tightening further. In a reverse takeover, a (relative minnow) bidder was already proposing an ASX listing rule vote on its scrip bid for a big fish. In response to ASIC s concerns, the bidder commissioned a fair and reasonable expert report tested from the perspective of bidder shareholders. ASIC has taken the view that indirect solicitation by a bidder of shareholder intention statements gave rise to a relevant interest between bidder and target shareholders. If above 20% this causes a breach of the takeovers rules. ASIC has signalled it will closely scrutinise shareholder intention statements above 20% in aggregate, even taking steps to override the truth in takeovers obligation on the shareholder where ASIC considers that necessary. ASIC HOT BUTTONS INDEPENDENT EXPERT INDEPENDENCE ASIC remains concerned about expert independence and will continue to test an expert s independence and critical evaluation process including through the use of ASIC s mandatory information gathering powers where ASIC considers that to be necessary.
2 ASIC has signalled that it will assess whether an expert has placed undue reliance on information provided by the commissioning company with insufficient critical evaluation. This includes checking experts working papers to see whether they have made reasonable inquiries to establish the truth, accuracy and completeness of company information, as well as the supporting assumptions made by the expert. Reliance on forward-looking information such as management, directors or advisers forecasts will also be examined to ensure there is sufficient evidence that the information is based on reasonable grounds. ASIC will also look at whether experts have been unduly influenced by commissioning parties and advisers in situations where the expert revises a report to address a change in transaction terms or a change made in response to commentary provided by ASIC. Experts should keep adequate records to demonstrate how they have maintained independence throughout the engagement. In one situation, ASIC s view was that its concerns with an expert report were unlikely to be resolved before the date for the first court hearing in a scheme. In that transaction, ASIC was prepared to consent (to the report accompanying the scheme booklet) on the condition that a letter from ASIC (outlining its concerns) accompany the expert report. Unsurprisingly this was not taken up, and the parties instead agreed to extend the deadline to allow further time to resolve ASIC s issues. REGULATORY SQUEEZE TIGHTENS ON REVERSE TAKEOVERS RELATIVE MINNOW BIDDER REQUIRED BY ASIC TO OBTAIN FAIR AND REASONABLE INDEPENDENT EXPERT REPORT The regulatory squeeze on reverse takeovers is tightening. In one example, a reverse takeover involved a scrip bid where the (relative minnow) bidder was offering up to approximately 370% of its issued capital, and one of the target shareholders would end up with around a 30% interest in the bidder post close of the bid. Bidder shareholder approval was not sought under item 7 of section 611 of the Corporations Act 2001 (Cth) (due to reliance on another exception to the takeovers prohibition), although the bidder was proposing an ASX listing rule vote on its scrip bid. Given that the bidders shareholders were effectively having a say on the transaction, ASIC s view was that a fair and reasonable expert report tested from the perspective of bidder shareholders should be included with the meeting materials even though it was not a takeovers law vote. The bidder adjourned its meeting and commissioned such a report. Between this ASIC approach and ASX s floated reforms to require listing rule 7 votes for reverse takeover bids, the gap continues to narrow between the approval processes imposed on a smaller company as bidder versus target SHAREHOLDER INTENTION STATEMENTS SOLICITATION ASIC has taken the view that indirect solicitation by a bidder of shareholder intention statements can give the bidder a relevant interest in the shares of the shareholder. If above 20%, this causes a breach of the takeovers rules. In one example, ASIC viewed a bidder as having indirectly solicited statements from target shareholders (in aggregate holding more than 20% of the target). ASIC scrutinised the statements, including information regarding the interactions between the parties, and formed the view that these statements gave rise to a relevant agreement between bidder and shareholder. ASIC required the bidder to take all necessary steps to ensure that the bidder no longer had the benefit of this relevant agreement. To facilitate this, ASIC granted relief to allow the bidder to offer target shareholders (including those who had provided the intention statement) a right to withdraw their
3 acceptance. The fact that ASIC was willing to override its truth in takeovers policy by granting relief allowing the target shareholders to withdraw their acceptance in this case is significant and signals how seriously ASIC takes this issue. OTHER CONCERNS RAISED BY ASIC Shareholder classes in schemes of arrangement ASIC reviewed a scheme where a target had multiple classes of shares on issue. ASIC s view was that the Class A and Class B shares in the target were in a different class, since those shares had different rights in relation to appointment of directors, access to company information and voting, but the same consideration was payable (shares carrying identical rights) to both types of shareholder. The Court agreed, and ordered separate scheme meetings for each class. Disclosing bid conditions in takeover offers ASIC objected to the description of a bid as unconditional, when it was actually subject to a prescribed occurrences condition. Disclosure of FIRB pre-conditions is also on ASIC s radar. It should be made clear that target shareholders may be entitled to withdraw their acceptance until the FIRB condition is fulfilled. ASIC also flagged the importance of ensuring that regulatory action conditions are not too broadly cast. For example, they should not allow a bidder or acquirer to abandon a proposed transaction because of its own non-compliance. Disclosing interests arising through swap arrangements Where an equity swap arrangement is used in a control transaction which allows a proposed acquirer to direct a counterparty to vote any securities acquired as a hedge, and that swap relates to more than 5% of the target s voting shares, ASIC expects the acquirer to lodge a substantial holder notice on the basis of either: the known holding and hedge position of the counterparty; or the assumption that the counterparty has a position that would result in them acquiring the maximum voting power under the swap. Rights issue disclosure requests ASIC considers that in some cases, insufficient disclosure of the potential control effect of the offer and underwriting arrangements is being provided particularly under the low doc method (ie cleansing notice).
4 ASIC generally expects to see (in a table) disclosure of: the identities and maximum possible holdings of major shareholders, underwriters and subunderwriters who have post-offer voting power in excess of 20%; and the outcome and different levels of take-up of the offer (eg 25%, 50% and 75%). KEY CONTACTS If you have any questions, or would like to know how this might affect your business, phone, or these key contacts. REBECCA MASLEN- STANNAGE PARTNER, SYDNEY Rebecca.Maslen-Stannage@hsf.com LEGAL NOTICE The contents of this publication, current at the date of publication set out above, are for reference purposes only. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this publication. Herbert Smith Freehills 2018 SUBSCRIBE TO STAY UP-TO-DATE WITH LATEST THINKING, BLOGS, EVENTS, AND MORE Close
5 HERBERT SMITH FREEHILLS LLP 2018
Part 7.9 of Chapter 7 of the Corporations Act applies to financial products other than securities.
FUNDRAISING Chapter 8 Fundraising One of the ways in which an Australian business or a foreign business can raise funds within Australia is by issuing securities (for example, shares or debentures) or
More information5 July The Manager Market Announcements Office ASX Limited. Dear Sir / Madam
The Manager Market Announcements Office ASX Limited 5 July 2018 Dear Sir / Madam Takeover bid by ERAMET SA for Mineral Deposits Limited Sixth Supplementary Bidder s Statement Notice that defeating conditions
More informationDEAL MAKING ON THE RISE IN THE FINANCIAL SERVICES SECTOR
DEAL MAKING ON THE RISE IN THE FINANCIAL SERVICES SECTOR 29 August 2014 Australia, Brisbane, Melbourne, Perth, Sydney Legal Briefings By Rebecca Maslen-Stannage and Mike Flockhart SUMMARY The level of
More informationREVERSE TAKEOVERS: ASX ENTERS THE FRAY
REVERSE TAKEOVERS: ASX ENTERS THE FRAY 27 November 2015 Australia, Brisbane, Melbourne, Perth, Sydney Legal Briefings The ASX has entered the reverse takeover debate with the release of a Consultation
More informationSTUB EQUITY: THE AUSTRALIAN REVIVAL AND EVOLUTION
STUB EQUITY: THE AUSTRALIAN REVIVAL AND EVOLUTION 28 October 2016 Australia Legal Briefings By Andrew Rich and Li-Lian Yeo The stub equity structure has undergone a recent revival and evolution in the
More informationTOPICAL ISSUES IN PRIVATE EQUITY JOINT VENTURES TIPS FOR A CLEAN EXIT
TOPICAL ISSUES IN PRIVATE EQUITY JOINT VENTURES TIPS FOR A CLEAN EXIT 30 March 2015 Australia Legal Briefings By Damien Hazard and Mark Currell SUMMARY The shareholders agreement for a private equity joint
More informationWHAT YOU NEED TO KNOW ABOUT CHANGES TO AUSTRALIA S CORPORATE INSOLVENCY LAWS
WHAT YOU NEED TO KNOW ABOUT CHANGES TO AUSTRALIA S CORPORATE INSOLVENCY LAWS 27 October 2016 Australia Legal Briefings By Alan Mitchell and Lisa Filippin Changes to Australia s corporate insolvency laws
More informationTARGET'S STATEMENT. issued by. Primary Gold Limited ACN in relation to the off-market takeover bid by
TARGET'S STATEMENT issued by Primary Gold Limited ACN 122 726 283 in relation to the off-market takeover bid by HGM Resources Pty Ltd ABN 70 624 480 995 a wholly owned subsidiary of Hanking Australia Investment
More informationMERGER IMPLEMENTATION AGREEMENT KEY TERMS AND CONDITIONS PRECEDENT
MERGER IMPLEMENTATION AGREEMENT KEY TERMS AND CONDITIONS PRECEDENT No solicitation SFE has agreed that neither it nor its related parties will solicit any competing offer or proposal from any other person
More informationFor personal use only
On-market Cash Offer Fitzroy River Corporation Limited (Fitzroy) (ACN 075 760 655) Offers to acquire all the ordinary shares in Royalco Resources Limited (RCO) (ACN 096 321 532) at 18 cents cash for each
More informationReverse Takeovers. Consultation on Shareholder Approval Requirements for Listed Company Mergers
Consultation on Shareholder Approval Requirements for Listed Company Mergers CONSULTATION PAPER 10 NOVEMBER 2015 Invitation to comment ASX is seeking submissions on Reverse Takeovers - Shareholder Approval
More informationCORPORATE GOVERNANCE IN AUSTRALIA: A SNAPSHOT
CORPORATE GOVERNANCE IN AUSTRALIA: A SNAPSHOT 02 February 2016 Australia Legal Briefings By Ian Williams The past two decades has seen corporate governance take an increasingly prominent role within the
More informationINSOLVENCY REFORM: LET S NOT FORGET ABOUT THE SCHEME OF ARRANGEMENT REGIME (AGAIN!)
INSOLVENCY REFORM: LET S NOT FORGET ABOUT THE SCHEME OF ARRANGEMENT REGIME (AGAIN!) 24 May 2016 Australia Legal Briefings By Andrew Rich and Malika Chandrasegaran IN BRIEF The Australian Federal Government
More informationCOMPANY ANNOUNCEMENT. GrainCorp Limited (ASX: GNC) 24 June The Manager Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000
COMPANY ANNOUNCEMENT GrainCorp Limited (ASX: GNC) 24 June 2013 The Manager Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam GrainCorp Limited takeover bid by ADM
More informationBidder s Statement. containing an offer by: Jupiter Civil Pty Ltd ACN as trustee for The Jupiter Unit Trust ABN to acquire:
Bidder s Statement containing an offer by: Jupiter Civil Pty Ltd ACN 630 129 903 as trustee for The Jupiter Unit Trust ABN 47 305 680 941 to acquire: for a price of: all of your shares in Calibre Group
More informationReverse Takeovers. Shareholder Approval Requirements - Exposure Draft Listing Rule Amendments
Shareholder Approval Requirements - Exposure Draft Listing Rule Amendments RESPONSE TO CONSULTATION 12 APRIL 2017 Invitation to comment ASX is seeking feedback on the Exposure Draft Listing Rule Amendments
More informationMAJOR INSOLVENCY REFORM: GETTING THE (IPSO) FACTOS STRAIGHT
MAJOR INSOLVENCY REFORM: GETTING THE (IPSO) FACTOS STRAIGHT 19 May 2016 Australia Legal Briefings By Paul Apáthy, Rowena White and James Myint IN BRIEF In its Improving Bankruptcy and Insolvency Laws Proposal
More informationNEW SIV REQUIREMENTS FROM 1 JULY 2015
NEW SIV REQUIREMENTS FROM 1 JULY 2015 01 July 2015 Australia Legal Briefings By Fiona Smedley and Hannah Glass The new regulations and instrument giving effect to the revised SIV programme have been published
More informationASX Announcement
ASX Announcement 28.08.18 Investa Office Fund (ASX:IOF) Second Supplementary Explanatory Memorandum Provision of Judicial Advice Following the provision of judicial advice by the New South Wales Supreme
More informationFor personal use only
24 August 2015 Company Announcements Office Australian Securities Exchange Limited Dear Sir / Madam Takeover offers by G8 Education Group Limited (G8) for Affinity Education Group Limited (Affinity) We
More informationNotice of General Meeting. Meeting Documents
Notice of General Meeting Meeting Documents Notice of General Meeting Explanatory Statement Proxy Form Notice is given that a General Meeting of the shareholders of Gindalbie Metals Ltd will be held at
More informationTarget s Statement ACCEPT
This is an important document and requires your immediate attention. You should read all of the document. If you are in doubt as to what you should do, you should consult your investment, financial, taxation
More informationRURAL PRESS LIMITED. Scheme Booklet. For the recommended Schemes of Arrangement between. Rural Press Limited ACN and the holders of
RURAL PRESS LIMITED Scheme Booklet For the recommended Schemes of Arrangement between Rural Press Limited ACN 000 010 382 and the holders of Rural Press Ordinary Shares and Rural Press Preferred Shares
More informationSCHEMES OF ARRANGEMENT IN AUSTRALIA LEGAL GUIDE
SCHEMES OF ARRANGEMENT IN AUSTRALIA LEGAL GUIDE CONTENTS Page 1 Introduction...3 2 What is a scheme of arrangement?...4 3 What can a scheme of arrangement be used for?...5 4 Key documents...6 5 Deal protection
More informationERAMET Group: ERAMET announces takeover offer for Mineral Deposits Limited
Paris, 27 April 2018, 0:40 AM PRESS RELEASE ERAMET Group: ERAMET announces takeover offer for Mineral Deposits Limited All-cash takeover offer of A$1.46 per MDL share ERAMET has acquired a relevant interest
More informationFor personal use only
Market Release 11 December 2015 Veda Scheme Booklet registered with ASIC Veda Group Limited (Veda or the Company) (ASX: VED) is pleased to announce that the Australian Securities and Investments Commission
More informationFor personal use only
SECOND SUPPLEMENTARY BIDDER S STATEMENT Issued by ACN 110 150 055 to acquire all of your fully paid shares in ADITYA BIRLA MINERALS LIMITED ACN 103 515 037 FOR 1 METALS X SHARE FOR EVERY 4.75 OF YOUR ADITYA
More informationFor personal use only
van Eyk Three Pillars Limited (ACN 106 854 175) Off-Market Buyback Booklet This is an important document and requires your urgent attention. If you are in any doubt as to how to deal with this Booklet,
More informationFor personal use only
ASX / Press Release 26 November 2018 Supplementary Scheme Booklet Mitula Group Limited ( Mitula Group ) (ASX:MUA) announces that the Supreme Court of Victoria has today made orders to enable Mitula Group
More informationE&A LIMITED. Extraordinary General Meeting. For personal use only. 12 April 2017
E&A LIMITED Extraordinary General Meeting Extraordinary General Meeting 12 April 2017 Agenda: Chairman & Managing Director s Address 1. Delisting from the Australian Securities Exchange (ASX) 2. Proposed
More informationFor personal use only
ASX ANNOUNCEMENT SCHEME BOOKLET REGISTERED WITH ASIC Melbourne, 26 October 2016 Scheme Booklet, including Independent Expert s Report, registered with ASIC Scheme Booklet to be sent to shareholders on
More informationFor personal use only
ASF GROUP LIMITED ACN 008 924 570 Non-Renounceable Rights Issue - Offer Document For a non-renounceable pro-rata offer to Eligible Shareholders of up to 55,880,000 New Shares at an issue price of $0.18
More informationFor personal use only
Sydney, 22 December 2014 Media release Merger: Macquarie Radio Network and Fairfax Radio Network Macquarie Radio Network Limited [ASX:MRN] (MRN) together with Fairfax Media Limited [ASX:FXJ] (Fairfax)
More informationPwC International Business Reorganisations Network Monthly Legal Update Edition 6, November 2015
PwC International Business Reorganisations Network Monthly Legal Update Edition 6, November 2015 Contents PwC Legal The Netherlands Ultimate Beneficial Owner Register vs central 1 The New Finnish Corporate
More informationBEYOND ACCEPT OR REJECT: ARMING BOARDS IN RESPONDING TO ACTIVIST CONTROL SITUATIONS
BEYOND ACCEPT OR REJECT: ARMING BOARDS IN RESPONDING TO ACTIVIST CONTROL SITUATIONS 29 October 2015 Australia, Brisbane, Melbourne, Perth, Sydney Legal Briefings The recommendation of the Cardno directors
More informationThe DFSA Rulebook. Takeover Rules Module (TKO) TKO/VER6/06-14
The DFSA Rulebook Takeover Rules Module (TKO) Contents The contents of this module are divided into the following chapters sections and appendices: 1 INTRODUCTION AND THE TAKEOVER PRINCIPLES... 1 1.1 The
More informationFor personal use only
Investa Office Fund SUPPLEMENTARY EXPLANATORY MEMORANDUM In relation to the proposed acquisition by DEXUS Funds Management Limited (ABN 24 060 920 783) in its capacity as responsible entity of DEXUS Office
More informationREGULATORY DEVELOPMENTS IN INSURANCE SECTOR IN INDONESIA: POTENTIAL IMPACT ON INSURANCE M&A
REGULATORY DEVELOPMENTS IN INSURANCE SECTOR IN INDONESIA: POTENTIAL IMPACT ON INSURANCE M&A 27 February 2017 Jakarta Legal Briefings It has been over two years since the Indonesian Insurance Law ( Insurance
More informationABN Notice of annual general meeting Explanatory memorandum Proxy form. Date of meeting 23 November Time of meeting 10.
ABN 50 008 942 827 Notice of annual general meeting Explanatory memorandum Proxy form Date of meeting 23 November 2011 Time of meeting 10.00am Place of meeting Brisbane Polo Club Naldham House Corner Eagle
More informationHIGH COURT DISMISSES APPEALS: FINDS THAT AIR CARGO PRICE FIXING ARRANGEMENTS INVOLVED A MARKET IN AUSTRALIA
HIGH COURT DISMISSES APPEALS: FINDS THAT AIR CARGO PRICE FIXING ARRANGEMENTS INVOLVED A MARKET IN AUSTRALIA 16 June 2017 Australia Legal Briefings By Patrick Gay and Asa Tan On 14 June 2017, the High Court
More informationSYNDICATED FACILITIES INSTITUTE OBTAINS LEGISLATIVE ACKNOWLEDGEMENT IN RUSSIA
SYNDICATED FACILITIES INSTITUTE OBTAINS LEGISLATIVE ACKNOWLEDGEMENT IN RUSSIA 12 February 2018 Moscow Legal Briefings By Dmitry Gubarev and Artjom Buligin On 31 December 2017 the President of the Russian
More informationFor personal use only
Demerger Scheme Booklet for a scheme of arrangement and reduction of capital in relation to the proposed demerger of Talon Petroleum Limited (ABN 88 153 229 086) from Texon Petroleum Ltd (ABN 24 119 737
More informationComputershare announces cash offer of $3.40 per share for QM Technologies QM Technologies Board unanimously recommends Computershare s offer
6 February 2008 Computershare announces cash offer of $3.40 per share for QM Technologies QM Technologies Board unanimously recommends Computershare s offer Computershare Limited (ASX: CPU) today announced
More informationRamsay Health Care Limited (ACN ) Ramsay Health Care Tax-Exempt Employee Share Plan PLAN RULES
Ramsay Health Care Limited (ACN 001 288 768) Ramsay Health Care Tax-Exempt Employee Share Plan PLAN RULES 16 June 2014 Contents 1 Purpose... 3 2 Definitions and interpretation... 3 3 Eligibility and grant...
More informationCompulsory acquisition of remaining MDL Shares
This document is a supplementary bidder s statement under section 643 of the Corporations Act 2001 (Cth) (Corporations Act). It is the tenth supplementary bidder s statement (Tenth Supplementary Bidder
More informationFor personal use only
19 February 2018 Intention to Make Takeover Bid for Bullseye Mining Limited Red 5 Limited (ASX: RED) ( Red 5 or the Company ) advises of its intention to make a conditional offmarket takeover bid ( Offer
More informationContinuous Disclosure
ASX 200 Roundtable Summary Paper 2012 Continuous Disclosure ASX 200 Supporting Partner The Australian Institute of Company Directors hosted a series of roundtable events in November 2012 supported by the
More informationFor personal use only
Target s Statement In response to the offer by WHL Energy Ltd (to be renamed Quantify Technology Holdings Limited ) ACN 113 326 524 to acquire all of your Quantify Ordinary Shares and all of your Quantify
More informationASX ANNOUNCES $553 MILLION PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER AND INCREASED INVESTMENT IN ITS CLEARING HOUSES
ASX ANNOUNCES $553 MILLION PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER AND INCREASED INVESTMENT IN ITS CLEARING HOUSES Sydney, - ASX Limited (ASX) today announced that it is undertaking a fully
More informationSCHEME BOOKLET VOTE IN FAVOUR SCHEME MEETING
SEYMOUR WHYTE LIMITED ABN 67 105 493 203 SCHEME BOOKLET For the scheme of arrangement in relation to the proposed acquisition of all Seymour Whyte shares by VINCI Construction Australasia Pty Ltd Your
More information1 Introduction. 2 Institutional acceptance facility. 2.1 Overview
Third Supplementary Bidder s Statement in relation to the takeover bid by PEAMCoal Pty Ltd (ACN 152 004 772) for all of the ordinary shares in Macarthur Coal Limited (ABN 40 096 001 955) 1 Introduction
More informationENTITLEMENT OFFER RETAIL INFORMATION BOOKLET
7 April 2017 NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES ENTITLEMENT OFFER RETAIL INFORMATION BOOKLET Attached is a copy of the Retail Information Booklet that will be despatched today to eligible
More informationFor personal use only
EMPLOYEE INCENTIVE PLAN PERTH, AUSTRALIA; 14 th OCTOBER 2016: Hazer Group Limited (ASX: HZR, HZRO) advises that the following Employee Incentive Plan ( Plan ) has been adopted by the Company. Shareholder
More informationComputershare Limited. Securities Trading Policy
Computershare Limited Securities Trading Policy Computershare Limited Securities Trading Policy A. INTRODUCTION Generally speaking, the Corporations Act 2001 (Cth) prohibits a person who has inside information
More informationThe Allens handbook on takeovers in Australia
The Allens handbook on takeovers in Australia Allens 2017 Overview of Allens Allens is a leading international law firm with partners, lawyers and corporate services staff across Asia and Australia. We
More informationCROWD-SOURCED EQUITY FUNDING WHAT SHOULD AUSTRALIA DO?
CROWD-SOURCED EQUITY FUNDING WHAT SHOULD AUSTRALIA DO? 24 June 2016 Australia, Brisbane, Melbourne, Perth, Sydney Legal Briefings By Mark Currell IN BRIEF In December 2015, the Federal Government tabled
More informationROYAL OTC CONTRACTS PRODUCT DISCLOSURE STATEMENT. Royal Financial Trading Pty Limited ABN AFSL
ROYAL OTC CONTRACTS PRODUCT DISCLOSURE STATEMENT Royal Financial Trading Pty Limited Table of Contents Section 1: Important Information Page 1 Section 2: Key Information Page 2 Section 3: How to Trade
More informationIf you are in any doubt as to what you should do, you should consult your broker, financial adviser or legal adviser immediately.
Scheme Booklet Sirtex Medical Limited (ABN 35 078 166 122) This is an important document and requires your immediate attention. You should read this Scheme Booklet carefully and in its entirety before
More informationFor personal use only
Blue Sky Alternative Investments Limited ACN 136 866 236 Retail Entitlement Offer Information Booklet Details of a 1 for 10 pro rata accelerated non-renounceable entitlement offer at $6.50 per Share to
More informationCross border transactions:
Cross border transactions: Hanson and Pioneer Global consolidation in the building industry has given rise to a number of recent cross border acquisitions. Last year, Hanson PLC (Hanson) of the UK made
More informationTABLE OF CONTENTS Section Heading Page
TABLE OF CONTENTS Section Heading Page PART I KEY POINTS TO REMEMBER... 2 PART II INTRODUCTION TO TAKEOVERS IN THE UK... 3 1. THE TAKEOVER CODE AND THE PANEL... 3 2. GENERAL PRINCIPLES... 3 3. PRELIMINARY
More informationDISCLOSURE STATEMENT to clients of Interactive Brokers Australia Pty Ltd ACN AFSL No [453554] (Broker)
DISCLOSURE STATEMENT to clients of Interactive Brokers Australia Pty Ltd ACN 166 929 568 AFSL No [453554] (Broker) TERMS OF YOUR AGREEMENT WITH ABN 87 149 440 291 AFSL No 402467 () 1. Your clearing arrangements
More informationEU REGULATIONS INCREASE TRANSPARENCY OF CARD-BASED PAYMENTS
EU REGULATIONS INCREASE TRANSPARENCY OF CARD-BASED PAYMENTS 26 June 2015 Global Legal Briefings By Kyriakos Fountoukakos and Julia Tew The EU Interchange Fees Regulation (Regulation) has been introduced
More informationSecurities Trading Policy
Securities Trading Policy This is an important policy. It provides an outline of the law relating to insider trading and it sets out when employees, contractors, directors of the company, any other person
More informationFor personal use only
24 August 2017 FFT and MaxSec - a proposed merger to create a global security solutions capability. Future Fibre Technologies to acquire all shares in MaxSec Group Limited MaxSec Shareholders will be offered
More informationNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES BANK OF QUEENSLAND LIMITED ABN
Retail Entitlement Offer Details of a 3 for 26 renounceable pro rata Entitlement Offer of Bank of Queensland ordinary shares ( New Shares ) at an offer price of $10.75 per New Share. Retail Entitlement
More informationMINING AND PETROLEUM TENURE REFORM IN QUEENSLAND
MINING AND PETROLEUM TENURE REFORM IN QUEENSLAND 02 November 2015 Australia, Brisbane, Melbourne, Perth, Sydney Legal Briefings Material changes are proposed to the tenures under which minerals and petroleum
More informationASIC/ASX 24 Market Integrity Rules
ASIC/ASX 24 Market Integrity Rules July 2010 About ASIC market integrity rules The Corporations Amendment (Financial Market Supervision) Act 2010 provides for a new type of rule called the market integrity
More informationT2 Resources Fund Pty Limited ( Bidder ) - off market takeover bid for the entire share capital of Realm Resources Limited ( Target )
KING&WGDD MALLESONS Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 12 June 2018 www.kwm.com To Market Announcements Office ASX Limited Exchange
More informationSuncorp Group Limited CPS3 Offer. 31 March 2014
Suncorp Group Limited CPS3 Offer 31 March 2014 Important Notice This presentation has been prepared and authorised by Suncorp Group Limited (ABN 66 145 290 124) ( Suncorp ) in relation to the proposed
More informationExplanatory Statement
Explanatory Statement In relation to a proposal to staple the shares in Lend Lease Corporation Limited to the units in Lend Lease Trust. This document is issued by Lend Lease Corporation Limited ABN 32
More informationSCHEME BOOKLET. Your Independent Directors unanimously recommend that you VOTE IN FAVOUR of the Scheme, in the absence of a Superior Offer
SCHEME BOOKLET for the proposed scheme of arrangement in relation to the proposed acquisition by Zeta Resources Limited of all your Pan Pacific Petroleum NL shares Your Independent Directors unanimously
More informationEmployee Share Option Plan
Employee Share Option Plan Kalina Power Limited Dated: 11 October 2016 Level 25, Bourke Place 600 Bourke Street Melbourne VIC 3000 Australia T +61 3 9252 2555 F +61 3 9252 2500 Ref: DLG: Contents 1. Purpose
More informationFor personal use only
This is an important document and requires your immediate attention. You should read it carefully and in its entirety before deciding whether or not to vote in favour of the Resolutions. If you are in
More informationFor personal use only
MACQUARIE CONVERTIBLE PREFERENCE SECURITIES PRODUCT DISCLOSURE STATEMENT Macquarie Convertible Preference Securities offer to raise up to $600 million. Issuer Macquarie Capital Loans Management Limited
More informationFor personal use only
15 November 2017 US Masters Residential Property Fund (URF) Progress on Next Stage of Strategy The US Masters Residential Property Fund (ASX:URF) and controlled entities (the Group) advises that a Unitholder
More informationFor personal use only. AMA Group Limited Group Reorganisation Overview 13 April 2018
AMA Group Limited 13 Important Notice and Disclaimer Important notice This presentation ( Presentation ) has been prepared by AMA Group Limited (ABN 50 113 883 560) ( AMA Group ) and contains summary information
More informationNOTICE OF ANNUAL GENERAL MEETING
ACN 052 468 569 NOTICE OF ANNUAL GENERAL MEETING The Annual General Meeting of the Company will be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Tuesday,
More informationDimerix Holdings Limited Entitlement Offer notice to Shareholders
6 December 207 Dear Shareholder Dimerix Holdings Limited Entitlement Offer notice to Shareholders On 6 December 207, Dimerix Limited (ACN 00 285 230) (Dimerix or Company) announced a one () for two (2)
More informationCONSULTATION PAPER NO 9 OF 2015
CONSULTATION PAPER NO 9 OF 2015 13 JULY 2015 FINANCIAL SERVICES SUPPLEMENTARY RULES AND REGULATIONS WHY ARE WE ISSUING THIS PAPER? 1. The Board of Directors (the "Board") of Abu Dhabi Global Market ("ADGM")
More informationCOMPUTERSHARE LIMITED CODE OF PRACTICE BUYING AND SELLING COMPUTERSHARE SECURITIES. Revised as of 24 April 2007 Board Meeting
Revised as of 24 April 2007 Board Meeting 1. INTRODUCTION The freedom of directors and certain employees of Computershare Limited ( Computershare ) to deal in Computershare s Financial Products is restricted
More informationTAKEOVERS IN AUSTRALIA LEGAL GUIDE
TAKEOVERS IN AUSTRALIA LEGAL GUIDE CONTENTS Page 1 Introduction...3 2 Legislative framework...4 3 Preparing for a takeover...8 4 Takeover bid v scheme of arrangement... 12 5 Structuring the offer... 15
More informationFor personal use only
10 August 2017 ASX Announcement Pepper Group Limited ( Pepper or the Company ) Enters into Scheme Implementationn Deed Key Points: Pepper has entered into a scheme implementation deed with Red Hot Australia
More informationAMP Subordinated Notes 2
Prospectus for the issue of subordinated notes Issuer AMP Limited (ABN 49 079 354 519) Structuring adviser Joint lead managers Co-managers Important notices About this prospectus This prospectus relates
More informationFor personal use only
Hastings Funds Management Limited ABN 27 058 693 388 AFSL No. 238309 Level 27, 35 Collins Street Melbourne VIC 3000 Australia T +61 3 8650 3600 F +61 3 8650 3701 www.hf.com.au Melbourne, London, San Antonio,
More informationREGULATORY DEVELOPMENTS ON FINTECH IN INDONESIA (PART 1) OJK FINALISING FINTECH LENDING REGULATIONS
REGULATORY DEVELOPMENTS ON FINTECH IN INDONESIA (PART 1) OJK FINALISING FINTECH LENDING REGULATIONS 28 November 2016 Jakarta Legal Briefings The Indonesian Financial Services Authority (OJK) is in the
More informationMASTER ECM TERMS. 7 March 2016
MASTER ECM TERMS 7 March 2016 MASTER ECM TERMS Legal matters The use of the Master ECM Terms and in particular the choice of variables to be applied to a particular transaction depends on the transaction
More informationMEDIA RELEASE. Benjamin Hornigold Limited 02 and Henry Morgan Limited 02 Orders
MEDIA RELEASE No: TP19/08 Friday, 8 February 2019 Benjamin Hornigold Limited 02 and Henry Morgan Limited 02 Orders The Panel made a declaration of unacceptable circumstances on 25 January 2019 in relation
More informationFor personal use only
HARVEST MINERALS LIMITED ACN 143 303 388 NOTICE OF GENERAL MEETING TIME: 3:00 pm (WST) DATE: Monday, 17 August 2015 PLACE: Level 1, 330 Churchill Avenue Subiaco, WA 6008 This Notice of General Meeting
More informationAuthorised Officer means the Company Secretary of the Company, or in his absence, the Managing Director.
1. Introduction The shares of Volt Power Group Limited (Company) are listed on the ASX. The Board has established this policy to apply to trading in the Company s shares on ASX. This policy applies to
More informationVerified by: Corporate Governance - Policy Version Date Review Page No Initial:
Share Trading Policy Initial: Share Trading 7.0 Aug 2017 Aug 2019 Page 1 Contents Clause Number Heading Page Application 3 Purpose 3 Insider trading laws 3 Connected Persons 4 Black-out periods 5 Clearance
More information[PS 20] Policy Statement 20 Horse racing schemes
ASIC POLICY STATEMENTS [PS 20.3] [PS 20] Policy Statement 20 Horse racing schemes Chapter 7 Securities Issued 4/5/1992 Updated 15/3/1993, 24/1/1994, 6/12/1994, 26/2/1996 Note: See [PS 136.30] [PS 136.66]
More informationFor personal use only
GHL Systems Bhd 293040-D 4 October 2013 GHL Systems Berhad (GHL) announces offer for e-pay Asia Limited (ASX: EPY) GHL Systems Berhad ( GHL or Bidder ), a company listed on Bursa Malaysia Securities Berhad
More informationMOUNT GIBSON ANNOUNCES SCRIP TAKEOVER OFFER FOR AZTEC TO CREATE $600 MILLION AUSTRALIAN IRON ORE PRODUCER
Mount Gibson Iron Limited ABN 87 008 670 817 First Floor, 7 Havelock Street West Perth 6005, Western Australia PO Box 55, West Perth WA 6872 Telephone: 61-8-9426-7500 Facsimile: 61-8-9485 2305 MOUNT GIBSON
More informationThe Takeover Code and Guernsey companies
page 1 of 6 forward contact us www.careyolsen.com Corporate The Takeover Code and Guernsey companies September 2011 p 2 of 6 Increasing use of the Takeover Code in Guernsey Over the past couple of years
More informationMacquarie Hedged Index Global Real Estate Securities Fund
Product Disclosure Statement 2 July 208 of 8 Macquarie Hedged Index Global Real Estate Securities Fund Product Disclosure Statement 2 July 208 Contents. About Macquarie Investment Management Australia
More informationAUSTRALIA COMMITS TO THE EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE
AUSTRALIA COMMITS TO THE EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE 31 October 2016 Australia Legal Briefings By Jay Leary and Sian Newnham The Australian government announced on 6 May 2016 that it
More informationNew Municipal Advisor Rules and Continuing Disclosure Initiative
A Newsletter from Shumaker, Loop & Kendrick, LLP Fall 2014 New Municipal Advisor Rules and Continuing Disclosure Initiative I n an era of increased scrutiny and regulation of the municipal market, the
More informationPaperlinX Step-up Preference Securities
PaperlinX Step-up Preference Securities Product Disclosure Statement PaperlinX Step-up Preference Securities Issuer: Permanent Investment Management Limited (ABN 45 003 278 831, AFSL 235150) as responsible
More informationAppen Limited ACN
Appen Limited ACN 138 878 298 Share Purchase Plan Offer Booklet The Offer closes at 5.00 pm (Sydney time) on Friday 15 December 2017 This is an important document and should be read in its entirety. This
More information