THE TAKEOVERS PANEL

The Panel is a peer review body that regulates corporate control transactions in widely held Australian entities, primarily by the efficient, effective and speedy resolution of takeover disputes. Certainly, it was open to the Federal Parliament to conclude that the nature of takeovers disputes was such that they required, ordinarily,

prompt

GUIDANCE NOTE 17: RIGHTS ISSUES SUMMARY OF TAKEOVER PROVISIONS IN AUSTRALIA 1 References are to the Corporations Act unless otherwise indicated. 2 Pt 5.1 schemes of arrangement can also be used to acquire the securities in a body. Pt 5.1 is not considered in this summary. 3 ss 617. 4 s618(1). Section 648D allows companies to have restrictions in their constitutions which require shareholder approval for a proportional bid to succeed GUIDANCE NOTE 19: INSIDER PARTICIPATION IN CONTROLSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 1: UNACCEPTABLE CIRCUMSTANCESSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 21: COLLATERAL BENEFITSSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 20: EQUITY DERIVATIVES*SEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 23: SHAREHOLDER INTENTION STATEMENTSSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE

ON TAKEOVERS.GOV.AU

REASONS FOR DECISION MORETON RESOURCES LIMITED 1/11 Reasons for Decision Moreton Resources Limited (Administrators Appointed) 02 ATP 14 Catchwords: Decline to conduct proceedings – company under administration – association – jurisdiction of the Panel Corporations Act 2001 (Cth), sections 12, 602, 606, 657A,

657C

ATP 5

These are the Panel's reasons for accepting undertakings from Goodman Fielder, in response to the Panel's request, and declining to make a declaration of unacceptable circumstances and orders in response to the application by BPC1 Pty Ltd in relation to the target's statement and certain advertisements in the takeover bid by BPC1 Pty Ltd for Goodman Fielder Ltd.

THE TAKEOVERS PANEL

The Panel is a peer review body that regulates corporate control transactions in widely held Australian entities, primarily by the efficient, effective and speedy resolution of takeover disputes. Certainly, it was open to the Federal Parliament to conclude that the nature of takeovers disputes was such that they required, ordinarily,

prompt

GUIDANCE NOTE 17: RIGHTS ISSUES SUMMARY OF TAKEOVER PROVISIONS IN AUSTRALIA 1 References are to the Corporations Act unless otherwise indicated. 2 Pt 5.1 schemes of arrangement can also be used to acquire the securities in a body. Pt 5.1 is not considered in this summary. 3 ss 617. 4 s618(1). Section 648D allows companies to have restrictions in their constitutions which require shareholder approval for a proportional bid to succeed GUIDANCE NOTE 19: INSIDER PARTICIPATION IN CONTROLSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 1: UNACCEPTABLE CIRCUMSTANCESSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 21: COLLATERAL BENEFITSSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 20: EQUITY DERIVATIVES*SEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 23: SHAREHOLDER INTENTION STATEMENTSSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE

ON TAKEOVERS.GOV.AU

REASONS FOR DECISION MORETON RESOURCES LIMITED 1/11 Reasons for Decision Moreton Resources Limited (Administrators Appointed) 02 ATP 14 Catchwords: Decline to conduct proceedings – company under administration – association – jurisdiction of the Panel Corporations Act 2001 (Cth), sections 12, 602, 606, 657A,

657C

ATP 5

These are the Panel's reasons for accepting undertakings from Goodman Fielder, in response to the Panel's request, and declining to make a declaration of unacceptable circumstances and orders in response to the application by BPC1 Pty Ltd in relation to the target's statement and certain advertisements in the takeover bid by BPC1 Pty Ltd for Goodman Fielder Ltd. GUIDANCE NOTE 15: TRUST SCHEME MERGERS 1 Arrangements and Reconstructions. References are to the Corporations Act 2001 (Cth) unless otherwise indicated. 2 It is not a company, foreign company or non-company to which Part 5.1 applies. Holders are typically not members or creditors of the trustee. 3 Because of the application of chapter 6 to managed investment schemes: see s604. They are also regulated by chapter 5C

ATP 2

Annexure B CORPORATIONS ACT SECTION 657A DECLARATION OF UNACCEPTABLE CIRCUMSTANCES Smoke Alarms Holdings Limited Circumstances. Smoke Alarms Holdings Limited (SAH) is an unlisted public company with more than 50 members.Its directors are

THE TAKEOVERS PANEL

Origin: r 2.2, 6.1 & 6.2. Note 1: Documents to be provided to the Panel are to be sent by email to takeovers@takeovers.gov.au or by mail to Level 10, 63 Exhibition Street, Melbourne, Vic, 3000, Australia. The Panel uses email as its primary method of communication during proceedings and expects parties to GUIDANCE NOTE 19: INSIDER PARTICIPATION IN CONTROL PDF 111KB. Guidance Note 19: Insider Participation in Control Transactions Overview. This Guidance Note provides takeover market participants with guidance on situations where there is involvement or potential involvement by the management, directors or external advisers of a target company 1 with the bidder 2 (insiders or participating insiders (see paragraphs 10 to 13 below)) in a takeover GUIDANCE NOTE 2: REVIEWING DECISIONS 1 All references are to the Corporations Act unless otherwise indicated. 2 “Decision” has the same meaning as in the Administrative Appeals Tribunal Act 1975. 3 Section 656A(3). 4 Section 656B(2). 5 Section 656B(4). 6 In Taipan Resources NL (No 6) ATP 15 and Pinnacle VRB Ltd (No 3) ATP 2 the Panel said that if ASIC has applied a consistent policy the Panel should follow it THORN GROUP LIMITED 01 & 02 Annexure A CORPORATIONS ACT SECTION 657A DECLARATION OF UNACCEPTABLE CIRCUMSTANCES THORN GROUP LIMITED 01 & 02 CIRCUMSTANCES. Thorn Group Limited (Thorn) is an ASX listed company (ASX: TGA).On 11 May 2020, Thorn’s largest shareholder, Somers Limited and its associates (Somers), gave a substantial holder notice disclosing that it had voting power in Thorn of GUIDANCE NOTE 12: FRUSTRATING ACTION 1 Section 652B (with ASIC approval; see ASIC RG 59 Announcing and withdrawing takeover bids (s653 and s746)) or s652C.References are to the Corporations Act 2001 (Cth) unless otherwise indicated. 2 In this note, a 'potential bid' means a genuine potential bid communicated to target directors publicly or privately which is not yet a formal bid

under Chapter 6.

AUSTRALIAN GOVERNMENT TAKEOVERS PANEL INDEX OF REASONS Takeovers Panel Index of published reasons - By topic - 2000 to 30 June 2019 50 MEMBERS General Careers Australia Group Limited ATP 5, Nimrod Resources Limited ATP 3, - ABUSE OF

PROCESS

GUIDANCE NOTE 1

GN 1 Unacceptable Circumstances . 3/14 . 7. Whereas previously orders had been made by the courts, they were now made by the CSP.7 Only the Australian Securities Commission could bring REASONS FOR DECISION STRATEGIC MINERALS CORPORATION NL 1/29 Reasons for Decision Strategic Minerals Corporation NL ATP 2 Catchwords: On-market bid – bidder’s statement – target’s statement – independent expert’s report – technical expert’s report – VALMIN Code – association – placement – declaration – orders Corporations Act 2001 (Cth), Chapter 6D and sections 602, 611, 636, 638, 657A, 657C(3), 657D, 708A

THE TAKEOVERS PANEL

The Panel is a peer review body that regulates corporate control transactions in widely held Australian entities, primarily by the efficient, effective and speedy resolution of takeover disputes. GUIDANCE NOTE 17: RIGHTS ISSUES SUMMARY OF TAKEOVER PROVISIONS IN AUSTRALIA 1 References are to the Corporations Act unless otherwise indicated. 2 Pt 5.1 schemes of arrangement can also be used to acquire the securities in a body. Pt 5.1 is not considered in this summary. 3 ss 617. 4 s618(1). Section 648D allows companies to have restrictions in their constitutions which require shareholder approval for a proportional bid to succeed GUIDANCE NOTE 19: INSIDER PARTICIPATION IN CONTROLSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 21: COLLATERAL BENEFITSSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 1: UNACCEPTABLE CIRCUMSTANCESSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 20: EQUITY DERIVATIVES*SEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

ATP 2

REASONS FOR DECISION MORETON RESOURCES LIMITED 1/11 Reasons for Decision Moreton Resources Limited (Administrators Appointed) 02 ATP 14 Catchwords: Decline to conduct proceedings – company under administration – association – jurisdiction of the Panel Corporations Act 2001 (Cth), sections 12, 602, 606, 657A,

657C

ATP 5

These are the Panel's reasons for accepting undertakings from Goodman Fielder, in response to the Panel's request, and declining to make a declaration of unacceptable circumstances and orders in response to the application by BPC1 Pty Ltd in relation to the target's statement and certain advertisements in the takeover bid by BPC1 Pty Ltd for Goodman Fielder Ltd.

THE TAKEOVERS PANEL

The Panel is a peer review body that regulates corporate control transactions in widely held Australian entities, primarily by the efficient, effective and speedy resolution of takeover disputes. GUIDANCE NOTE 17: RIGHTS ISSUES SUMMARY OF TAKEOVER PROVISIONS IN AUSTRALIA 1 References are to the Corporations Act unless otherwise indicated. 2 Pt 5.1 schemes of arrangement can also be used to acquire the securities in a body. Pt 5.1 is not considered in this summary. 3 ss 617. 4 s618(1). Section 648D allows companies to have restrictions in their constitutions which require shareholder approval for a proportional bid to succeed GUIDANCE NOTE 19: INSIDER PARTICIPATION IN CONTROLSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 21: COLLATERAL BENEFITSSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 1: UNACCEPTABLE CIRCUMSTANCESSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 20: EQUITY DERIVATIVES*SEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

ATP 2

REASONS FOR DECISION MORETON RESOURCES LIMITED 1/11 Reasons for Decision Moreton Resources Limited (Administrators Appointed) 02 ATP 14 Catchwords: Decline to conduct proceedings – company under administration – association – jurisdiction of the Panel Corporations Act 2001 (Cth), sections 12, 602, 606, 657A,

657C

ATP 5

These are the Panel's reasons for accepting undertakings from Goodman Fielder, in response to the Panel's request, and declining to make a declaration of unacceptable circumstances and orders in response to the application by BPC1 Pty Ltd in relation to the target's statement and certain advertisements in the takeover bid by BPC1 Pty Ltd for Goodman Fielder Ltd.

THE TAKEOVERS PANEL

PDF 460KB. Procedural Guidelines. 1. Introduction. 2. Objectives and application of the Rules. 3. Making an application. 4. Receipt of an application. 5. Conducting

THE TAKEOVERS PANEL

Annexure A Notice of Appearance. Proposed party: In this proceeding, the proposed party: seeks to be a party and requests that the Panel accept this Notice of Appearance ; gives the following contact details and undertakings ; Optional: seeks to be legally represented and requests the Panel's consent to be

represented by .

GUIDANCE NOTE 19: INSIDER PARTICIPATION IN CONTROL PDF 111KB. Guidance Note 19: Insider Participation in Control Transactions Overview. This Guidance Note provides takeover market participants with guidance on situations where there is involvement or potential involvement by the management, directors or external advisers of a target company 1 with the bidder 2 (insiders or participating insiders (see paragraphs 10 to 13 below)) in a takeover

ATP 2

Annexure B CORPORATIONS ACT SECTION 657A DECLARATION OF UNACCEPTABLE CIRCUMSTANCES Smoke Alarms Holdings Limited Circumstances. Smoke Alarms Holdings Limited (SAH) is an unlisted public company with more than 50 members.Its directors are

THE TAKEOVERS PANEL

PDF 213KB. LEGAL COMMITTEE OF THE. COMPANIES AND SECURITIES ADVISORY COMMITTEE. COMPULSORY ACQUISITIONS. ISSUES PAPER. MARCH 1994. Introduction. Purpose of GUIDANCE NOTE 15: TRUST SCHEME MERGERS 1 Arrangements and Reconstructions. References are to the Corporations Act 2001 (Cth) unless otherwise indicated. 2 It is not a company, foreign company or non-company to which Part 5.1 applies. Holders are typically not members or creditors of the trustee. 3 Because of the application of chapter 6 to managed investment schemes: see s604. They are also regulated by chapter 5C GUIDANCE NOTE 2: REVIEWING DECISIONS 1 All references are to the Corporations Act unless otherwise indicated. 2 “Decision” has the same meaning as in the Administrative Appeals Tribunal Act 1975. 3 Section 656A(3). 4 Section 656B(2). 5 Section 656B(4). 6 In Taipan Resources NL (No 6) ATP 15 and Pinnacle VRB Ltd (No 3) ATP 2 the Panel said that if ASIC has applied a consistent policy the Panel should follow it GUIDANCE NOTE 12: FRUSTRATING ACTION 1 Section 652B (with ASIC approval; see ASIC RG 59 Announcing and withdrawing takeover bids (s653 and s746)) or s652C.References are to the Corporations Act 2001 (Cth) unless otherwise indicated. 2 In this note, a 'potential bid' means a genuine potential bid communicated to target directors publicly or privately which is not yet a formal bid

under Chapter 6.

THORN GROUP LIMITED 01 & 02 Annexure A CORPORATIONS ACT SECTION 657A DECLARATION OF UNACCEPTABLE CIRCUMSTANCES THORN GROUP LIMITED 01 & 02 CIRCUMSTANCES. Thorn Group Limited (Thorn) is an ASX listed company (ASX: TGA).On 11 May 2020, Thorn’s largest shareholder, Somers Limited and its associates (Somers), gave a substantial holder notice disclosing that it had voting power in Thorn of GUIDANCE NOTE 23: SHAREHOLDER INTENTION STATEMENTS PDF 143KB. Guidance Note 23: Shareholder intention statements Introduction. This guidance note has been prepared to assist market participants understand the Panel’s approach to statements of intention made by shareholders in the context of a control transaction such as a takeover bid.

THE TAKEOVERS PANEL

The Panel is a peer review body that regulates corporate control transactions in widely held Australian entities, primarily by the efficient, effective and speedy resolution of takeover disputes. Certainly, it was open to the Federal Parliament to conclude that the nature of takeovers disputes was such that they required, ordinarily,

prompt

THE TAKEOVERS PANEL

If the Panel’s online system is unavailable, an application must be sent to the Executive by email at takeovers@takeovers.gov.au . See Rule 10 (2) An applicant should also contact the Executive as soon as possible after it sends an application to confirm that it has been received by the Executive.

THE TAKEOVERS PANEL

Related Bodies and Agencies. Takeovers and Securities Regulators; Legal; Government; Other; Takeovers and Securities Regulators. Argentina National Securities Commission SUMMARY OF TAKEOVER PROVISIONS IN AUSTRALIA 1 References are to the Corporations Act unless otherwise indicated. 2 Pt 5.1 schemes of arrangement can also be used to acquire the securities in a body. Pt 5.1 is not considered in this summary. 3 ss 617. 4 s618(1). Section 648D allows companies to have restrictions in their constitutions which require shareholder approval for a proportional bid to succeed GUIDANCE NOTE 17: RIGHTS ISSUES GUIDANCE NOTE 15: TRUST SCHEME MERGERS GUIDANCE NOTE 2: REVIEWING DECISIONS GUIDANCE NOTE 21: COLLATERAL BENEFITSSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 12: FRUSTRATING ACTIONSEE MORE ON TAKEOVERS.GOV.AU GUIDANCE NOTE 20: EQUITY DERIVATIVES*SEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

THE TAKEOVERS PANEL

The Panel is a peer review body that regulates corporate control transactions in widely held Australian entities, primarily by the efficient, effective and speedy resolution of takeover disputes. Certainly, it was open to the Federal Parliament to conclude that the nature of takeovers disputes was such that they required, ordinarily,

prompt

THE TAKEOVERS PANEL

If the Panel’s online system is unavailable, an application must be sent to the Executive by email at takeovers@takeovers.gov.au . See Rule 10 (2) An applicant should also contact the Executive as soon as possible after it sends an application to confirm that it has been received by the Executive.

THE TAKEOVERS PANEL

Related Bodies and Agencies. Takeovers and Securities Regulators; Legal; Government; Other; Takeovers and Securities Regulators. Argentina National Securities Commission SUMMARY OF TAKEOVER PROVISIONS IN AUSTRALIA 1 References are to the Corporations Act unless otherwise indicated. 2 Pt 5.1 schemes of arrangement can also be used to acquire the securities in a body. Pt 5.1 is not considered in this summary. 3 ss 617. 4 s618(1). Section 648D allows companies to have restrictions in their constitutions which require shareholder approval for a proportional bid to succeed GUIDANCE NOTE 17: RIGHTS ISSUES GUIDANCE NOTE 15: TRUST SCHEME MERGERS GUIDANCE NOTE 2: REVIEWING DECISIONS GUIDANCE NOTE 21: COLLATERAL BENEFITSSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 12: FRUSTRATING ACTIONSEE MORE ON TAKEOVERS.GOV.AU GUIDANCE NOTE 20: EQUITY DERIVATIVES*SEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 2: REVIEWING DECISIONS 1 All references are to the Corporations Act unless otherwise indicated. 2 “Decision” has the same meaning as in the Administrative Appeals Tribunal Act 1975. 3 Section 656A(3). 4 Section 656B(2). 5 Section 656B(4). 6 In Taipan Resources NL (No 6) ATP 15 and Pinnacle VRB Ltd (No 3) ATP 2 the Panel said that if ASIC has applied a consistent policy the Panel should follow it

ATP 3

Introduction. The review Panel, Jeremy Leibler, Bruce McLennan and Karen Phin (sitting President), affirmed the initial Panel’s decision to make a declaration of unacceptable circumstances in relation to the affairs of Energy Resources of Australia Limited 1 and varied the initial Panel’s final orders. The review Panel was satisfied that orders prohibiting Rio Tinto from compulsorily

THE TAKEOVERS PANEL

Origin: r 2.2, 6.1 & 6.2. Note 1: Documents to be provided to the Panel are to be sent by email to takeovers@takeovers.gov.au or by mail to Level 10, 63 Exhibition Street, Melbourne, Vic, 3000, Australia. The Panel uses email as its primary method of communication during proceedings and expects parties to GUIDANCE NOTE 20: EQUITY DERIVATIVES* If an equity derivative gives the taker a relevant interest in any underlying securities, disclosure is required by chapter 6C. This note applies to equity derivatives which may not involve a relevant interest being obtained on the part of the taker.

THE TAKEOVERS PANEL

Telephone: (03) 616 1811. Telex: 37764. Facsimile: (03) 614 2856. General Aims of the Committee. To develop improvements of substance and form in such parts of companies and securities law as are referred to the Committee by the Ministerial Council and for that purpose to develop proposals for laws:

THE TAKEOVERS PANEL

A discussion paper submitted to the Ministerial Council for Companies and Securities on 26 September 1986. 1. At its meeting in July 1986, the Ministerial Council expressed concern that directors of companies involved with defensive schemes may not be acting in the best interests of their shareholders. GUIDANCE NOTE 1: UNACCEPTABLE CIRCUMSTANCES PDF 229KB. Guidance Note 1: Unacceptable Circumstances Background . This guidance note has been prepared to assist market participants understand the Panel's approach to making a declaration of unacceptable circumstances. 1 The examples are illustrative only and nothing in the note binds the Panel in a particular case. REASONS FOR DECISION STRATEGIC MINERALS CORPORATION NL 06 Takeovers Panel Reasons – Strategic Minerals Corporation NL 06 ATP 8 . 2/11 . FACTS 3. Strategic Minerals is an ASX listed company (ASX code: SMC). AUSTRALIAN GOVERNMENT TAKEOVERS PANEL INDEX OF REASONS Takeovers Panel Index of published reasons - By topic - 2000 to 30 June 2019 Evidence Taipan Resources NL 03 ATP 17, Normandy Mining Limited 03 ATP 30, - REASONS FOR DECISION MORETON RESOURCES LIMITED 1/11 Reasons for Decision Moreton Resources Limited (Administrators Appointed) 02 ATP 14 Catchwords: Decline to conduct proceedings – company under administration – association – jurisdiction of the Panel Corporations Act 2001 (Cth), sections 12, 602, 606, 657A,

657C

THE TAKEOVERS PANEL

The Panel is a peer review body that regulates corporate control transactions in widely held Australian entities, primarily by the efficient, effective and speedy resolution of takeover disputes. Certainly, it was open to the Federal Parliament to conclude that the nature of takeovers disputes was such that they required, ordinarily,

prompt

GUIDANCE NOTE 17: RIGHTS ISSUES GUIDANCE NOTE 15: TRUST SCHEME MERGERS GUIDANCE NOTE 21: COLLATERAL BENEFITSSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 1: UNACCEPTABLE CIRCUMSTANCESSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

ATP 2

GUIDANCE NOTE 20: EQUITY DERIVATIVES*SEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

THE TAKEOVERS PANELSEE MORE ON TAKEOVERS.GOV.AU REASONS FOR DECISION MORETON RESOURCES LIMITED 1/11 Reasons for Decision Moreton Resources Limited (Administrators Appointed) 02 ATP 14 Catchwords: Decline to conduct proceedings – company under administration – association – jurisdiction of the Panel Corporations Act 2001 (Cth), sections 12, 602, 606, 657A,

657C

ATP 5

These are the Panel's reasons for accepting undertakings from Goodman Fielder, in response to the Panel's request, and declining to make a declaration of unacceptable circumstances and orders in response to the application by BPC1 Pty Ltd in relation to the target's statement and certain advertisements in the takeover bid by BPC1 Pty Ltd for Goodman Fielder Ltd.

THE TAKEOVERS PANEL

The Panel is a peer review body that regulates corporate control transactions in widely held Australian entities, primarily by the efficient, effective and speedy resolution of takeover disputes. Certainly, it was open to the Federal Parliament to conclude that the nature of takeovers disputes was such that they required, ordinarily,

prompt

GUIDANCE NOTE 17: RIGHTS ISSUES GUIDANCE NOTE 15: TRUST SCHEME MERGERS GUIDANCE NOTE 21: COLLATERAL BENEFITSSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 1: UNACCEPTABLE CIRCUMSTANCESSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

ATP 2

GUIDANCE NOTE 20: EQUITY DERIVATIVES*SEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

THE TAKEOVERS PANELSEE MORE ON TAKEOVERS.GOV.AU REASONS FOR DECISION MORETON RESOURCES LIMITED 1/11 Reasons for Decision Moreton Resources Limited (Administrators Appointed) 02 ATP 14 Catchwords: Decline to conduct proceedings – company under administration – association – jurisdiction of the Panel Corporations Act 2001 (Cth), sections 12, 602, 606, 657A,

657C

ATP 5

These are the Panel's reasons for accepting undertakings from Goodman Fielder, in response to the Panel's request, and declining to make a declaration of unacceptable circumstances and orders in response to the application by BPC1 Pty Ltd in relation to the target's statement and certain advertisements in the takeover bid by BPC1 Pty Ltd for Goodman Fielder Ltd.

THE TAKEOVERS PANEL

If the Panel’s online system is unavailable, an application must be sent to the Executive by email at takeovers@takeovers.gov.au . See Rule 10 (2) An applicant should also contact the Executive as soon as possible after it sends an application to confirm that it has been received by the Executive. GUIDANCE NOTE 15: TRUST SCHEME MERGERS 1 Arrangements and Reconstructions. References are to the Corporations Act 2001 (Cth) unless otherwise indicated. 2 It is not a company, foreign company or non-company to which Part 5.1 applies. Holders are typically not members or creditors of the trustee. 3 Because of the application of chapter 6 to managed investment schemes: see s604. They are also regulated by chapter 5C

ABOUT THE PANEL

About the Panel. Jump to: Establishment; President and executive; Role of the Panel; The Takeovers Panel is the primary forum for resolving disputes about a takeover bid until the bid period has ended. GUIDANCE NOTE 2: REVIEWING DECISIONS 1 All references are to the Corporations Act unless otherwise indicated. 2 “Decision” has the same meaning as in the Administrative Appeals Tribunal Act 1975. 3 Section 656A(3). 4 Section 656B(2). 5 Section 656B(4). 6 In Taipan Resources NL (No 6) ATP 15 and Pinnacle VRB Ltd (No 3) ATP 2 the Panel said that if ASIC has applied a consistent policy the Panel should follow it

THE TAKEOVERS PANEL

The ASC recognises that persons should not be required to follow the Chapter 6 procedures in preference to other methods of acquisition. Many outcomes which cannot be effected under a Chapter 6 takeover, with or without modification, may be achieved under Chapter 5 or simultaneously with a

ATP 2

Annexure B CORPORATIONS ACT SECTION 657A DECLARATION OF UNACCEPTABLE CIRCUMSTANCES Smoke Alarms Holdings Limited Circumstances. Smoke Alarms Holdings Limited (SAH) is an unlisted public company with more than 50 members.Its directors are

THE TAKEOVERS PANEL

Origin: r 2.2, 6.1 & 6.2. Note 1: Documents to be provided to the Panel are to be sent by email to takeovers@takeovers.gov.au or by mail to Level 10, 63 Exhibition Street, Melbourne, Vic, 3000, Australia. The Panel uses email as its primary method of communication during proceedings and expects parties to GUIDANCE NOTE 12: FRUSTRATING ACTION 1 Section 652B (with ASIC approval; see ASIC RG 59 Announcing and withdrawing takeover bids (s653 and s746)) or s652C.References are to the Corporations Act 2001 (Cth) unless otherwise indicated. 2 In this note, a 'potential bid' means a genuine potential bid communicated to target directors publicly or privately which is not yet a formal bid

under Chapter 6.

GUIDANCE NOTE 23: SHAREHOLDER INTENTION STATEMENTS PDF 143KB. Guidance Note 23: Shareholder intention statements Introduction. This guidance note has been prepared to assist market participants understand the Panel’s approach to statements of intention made by shareholders in the context of a control transaction such as a takeover bid.

ATP 15

Introduction. The substantive President of the Panel, Alex Cartel, declined to grant consent to an application for review of a decision of the sitting Panel to decline to conduct proceedings in Moreton Resources Limited (Administrators Appointed) 02.; In these reasons, the following definitions apply.

THE TAKEOVERS PANEL

The Panel is a peer review body that regulates corporate control transactions in widely held Australian entities, primarily by the efficient, effective and speedy resolution of takeover disputes. Certainly, it was open to the Federal Parliament to conclude that the nature of takeovers disputes was such that they required, ordinarily,

prompt

GUIDANCE NOTE 17: RIGHTS ISSUES SUMMARY OF TAKEOVER PROVISIONS IN AUSTRALIA 1 References are to the Corporations Act unless otherwise indicated. 2 Pt 5.1 schemes of arrangement can also be used to acquire the securities in a body. Pt 5.1 is not considered in this summary. 3 ss 617. 4 s618(1). Section 648D allows companies to have restrictions in their constitutions which require shareholder approval for a proportional bid to succeed GUIDANCE NOTE 2: REVIEWING DECISIONS GUIDANCE NOTE 15: TRUST SCHEME MERGERS

ABOUT THE PANEL

THE PANEL PROCESS

GUIDANCE NOTE 21: COLLATERAL BENEFITSSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 1: UNACCEPTABLE CIRCUMSTANCESSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

ATP 7

Takeovers Panel Reasons for Decision – Advance Property Fund 26. The only consideration which is decisive against granting the extension is the merits of the underlying application.

THE TAKEOVERS PANEL

The Panel is a peer review body that regulates corporate control transactions in widely held Australian entities, primarily by the efficient, effective and speedy resolution of takeover disputes. Certainly, it was open to the Federal Parliament to conclude that the nature of takeovers disputes was such that they required, ordinarily,

prompt

GUIDANCE NOTE 17: RIGHTS ISSUES SUMMARY OF TAKEOVER PROVISIONS IN AUSTRALIA 1 References are to the Corporations Act unless otherwise indicated. 2 Pt 5.1 schemes of arrangement can also be used to acquire the securities in a body. Pt 5.1 is not considered in this summary. 3 ss 617. 4 s618(1). Section 648D allows companies to have restrictions in their constitutions which require shareholder approval for a proportional bid to succeed GUIDANCE NOTE 2: REVIEWING DECISIONS GUIDANCE NOTE 15: TRUST SCHEME MERGERS

ABOUT THE PANEL

THE PANEL PROCESS

GUIDANCE NOTE 21: COLLATERAL BENEFITSSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

GUIDANCE NOTE 1: UNACCEPTABLE CIRCUMSTANCESSEE MORENEW CONTENT WILL BE ADDED ABOVE THE CURRENT AREA OF FOCUS UPON SELECTIONSEE MORE ON

TAKEOVERS.GOV.AU

ATP 7

Takeovers Panel Reasons for Decision – Advance Property Fund 26. The only consideration which is decisive against granting the extension is the merits of the underlying application.

THE TAKEOVERS PANEL

If the Panel’s online system is unavailable, an application must be sent to the Executive by email at takeovers@takeovers.gov.au . See Rule 10 (2) An applicant should also contact the Executive as soon as possible after it sends an application to confirm that it has been received by the Executive.

THE TAKEOVERS PANEL

Related Bodies and Agencies. Takeovers and Securities Regulators; Legal; Government; Other; Takeovers and Securities Regulators. Argentina National Securities Commission GUIDANCE NOTE 15: TRUST SCHEME MERGERS 1 Arrangements and Reconstructions. References are to the Corporations Act 2001 (Cth) unless otherwise indicated. 2 It is not a company, foreign company or non-company to which Part 5.1 applies. Holders are typically not members or creditors of the trustee. 3 Because of the application of chapter 6 to managed investment schemes: see s604. They are also regulated by chapter 5C

ATP 3

Introduction. The review Panel, Jeremy Leibler, Bruce McLennan and Karen Phin (sitting President), affirmed the initial Panel’s decision to make a declaration of unacceptable circumstances in relation to the affairs of Energy Resources of Australia Limited 1 and varied the initial Panel’s final orders. The review Panel was satisfied that orders prohibiting Rio Tinto from compulsorily

THE TAKEOVERS PANEL

Origin: r 2.2, 6.1 & 6.2. Note 1: Documents to be provided to the Panel are to be sent by email to takeovers@takeovers.gov.au or by mail to Level 10, 63 Exhibition Street, Melbourne, Vic, 3000, Australia. The Panel uses email as its primary method of communication during proceedings and expects parties to GUIDANCE NOTE 1: UNACCEPTABLE CIRCUMSTANCES PDF 229KB. Guidance Note 1: Unacceptable Circumstances Background . This guidance note has been prepared to assist market participants understand the Panel's approach to making a declaration of unacceptable circumstances. 1 The examples are illustrative only and nothing in the note binds the Panel in a particular case.

THE TAKEOVERS PANEL

A discussion paper submitted to the Ministerial Council for Companies and Securities on 26 September 1986. 1. At its meeting in July 1986, the Ministerial Council expressed concern that directors of companies involved with defensive schemes may not be acting in the best interests of their shareholders. SMOKE ALARMS HOLDINGS LIMITED PDF 336KB. TP20/02 Monday, 6 January 2020. Smoke Alarms Holdings Limited - Declaration of Unacceptable Circumstances and Orders. The Panel has made a declaration of unacceptable circumstances (Annexure A) and final orders (Annexure B) in relation to an application dated 3 December 2019 by Greenwich Capital Partners and Anthony Richard Lewis

in relation to the

REASONS FOR DECISION STRATEGIC MINERALS CORPORATION NL 06 Takeovers Panel Reasons – Strategic Minerals Corporation NL 06 ATP 8 . 2/11 . FACTS 3. Strategic Minerals is an ASX listed company (ASX code: SMC). GUIDANCE NOTE 20: EQUITY DERIVATIVES* If an equity derivative gives the taker a relevant interest in any underlying securities, disclosure is required by chapter 6C. This note applies to equity derivatives which may not involve a relevant interest being obtained on the part of the taker.

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The Panel is a peer review body that regulates corporate control transactions in widely held Australian entities, primarily by the efficient, effective and speedy resolution of takeover disputes. Certainly, it was open to the Federal Parliament to conclude that the nature of takeovers disputes was such that they required, ordinarily, prompt resolution by decision-makers who enjoyed substantial commercial experience and could look not only at the letter of the Corporations Act but also at its spirit, and reach outcomes according to considerations of practicality, policy, economic impact, commercial and market factors and the public interest. Kirby J in Attorney-General of the Commonwealth of Australia v Alinta Limited & Ors HCA 2 (31 January 2008) at .

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