MacarthurCook has run foul of the Takeovers Panel and been ordered to seek shareholder approval of the strategic investment management and distribution alliance made with IOOF Holdings while a take-over offer from AMP Capital remained in existence.
The Takeovers Panel notified the Australian Securities Exchange (ASX) today that it had made a declaration of unacceptable circumstances with respect to the IOOF transaction and the need for MacarthurCook to seek shareholder approval for the transaction.
The MacarthurCook transaction with IOOF that gave rise to the panel’s decision today flowed from action initiated by AMP Capital on the basis that the failure by MacarthurCook to seek shareholder approval prior to entering the transaction represented a breach of ASX Listing Rules.
On June 6, 2008, AMP wrote to MacarthurCook proposing a “non-binding, indicative and incomplete” offer to acquire all of the issued securities of MacarthurCook at $1.35 per share. On June 11, 2008, MacarthurCook announced to the ASX that it had received an “incomplete and highly conditional proposal” from AMP.
On June 13, 2008, MacarthurCook announced that it had placed 13 per cent of its (fully diluted) issued share capital with IOOF Holdings Limited at $1.15 per share and lodged an Appendix 3B. Under the terms of the placement, the shares issued cannot be disposed of for 24 months (except where a takeover or scheme is recommended by the MacarthurCook board or a third party acquires more than 50 per cent of MacarthurCook).
In its complaint to the Takeovers Panel, AMP submitted that the placement constituted frustrating action and unacceptable circumstances and sought orders, including that MacarthurCook seek shareholder approval for the placement pending approval, IOOF not exercise any voting rights or be entitled to any dividend or other distribution and if shareholder approval is not obtained by August 14, 2008, the placement be cancelled and the proceeds paid back to IOOF.
