Reasons for Decision on Application by Focus Technologies

The Panel advises that it has published its reasons for declining an application from Focus Technologies Ltd under section 657C of the Corporations Act requesting a declaration of unacceptable circumstances in relation to a parcel of 10 million options to subscribe for shares in Focus.

The Panel decided, on the facts and circumstances of this particular case, there was no urgent basis for intervention by the Panel. The relevant facts are that:

Panel Releases Draft Guidance Note on Frustrating Action

The Panel advises that it has today released for public comment a draft Guidance Note on Frustrating Action.

The Guidance Note follows from decisions by the Panel in the Pinnacle 5 and Pinnacle 8 matters (the decisions are published on the Panel's website). In both those matters the Panel advised that it would publish guidance as to what actions that directors of a target company might take during a bid may be unacceptable.

Ballarat Goldfields NL

An application under section 657C of the Corporations Act by RFC Corporate Finance Limited for a declaration of unacceptable circumstances and orders concerning the entry into an agreement by Ballarat Goldfields NL (BGF) with Rexadis Pty. Ltd. whereby BGF agreed to pay a break fee (payable as shares in BGF) which would enable Rexadis to acquire a substantial interest in BGF if the shareholders of BGF rejected a proposal by Rexadis to acquire the gold assets of BGF.

Panel Publishes Reasons in Relation to Ballarat Goldfields

The Panel advises that it has published the reasons for its decision on 13 May 2002 to make a declaration of unacceptable circumstances in relation to a break fee that Ballarat Goldfields NL (BGF) agreed to pay to Rexadis Pty Ltd (Rexadis). The Panel ordered that BGF not pay the break fee, and that Rexadis not acquire the shares which are the subject of the break fee, nor any other benefit in substitution for the break fee.

Takeovers Panel Decision in Relation to Ballarat Goldfields

The Panel advises that it has made a declaration of unacceptable circumstances in relation to a break fee that Ballarat Goldfields NL (BGF) agreed to pay to Rexadis Pty Ltd. The Panel has ordered that BGF not pay the break fee, and that Rexadis not acquire the shares which are the subject of the break fee, nor any other benefit in substitution for the break fee.

Application to Takeovers Panel in Relation to Ballarat Goldfields NL

The Panel advises that it has received an application from RFC Corporate Finance (as agent for a group of shareholders) in relation to a break fee entered into by Ballarat Goldfields.

Ballarat granted the break fee to Rexadis P/L (a company associated with past or present officers of Ballarat) in relation to a proposal by Rexadis to acquire the core gold assets of Ballarat.

RFC asserts that size of the break fee is too large, especially when it had put forward an alternative proposal for Ballarat shareholders to consider for the future of their company.

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