The Panel has declined to conduct proceedings on an application dated 25 June 2018 from NCZ Investments Pty Ltd in relation to the affairs of Atlas Iron Limited (see TP18/43).

The Panel has made a declaration of unacceptable circumstances (Annexure A) and final orders (Annexure B) in relation to an application dated 29 May 2018 by Realm Resources Limited in relation to its affairs (see TP18/37).

Background

Realm Resources Limited (Realm) is an ASX listed company (ASX code: RRP). On 30 August 2016, Realm acquired a 70% interest in the Foxleigh mine in Queensland's Bowen Basin from Anglo American Metallurgical Coal Assets Pty Ltd (Foxleigh Acquisition).

The Takeovers Panel today published a revised Guidance Note 17 Rights issues.

The Panel issued a consultation paper in relation to proposed amendments of Guidance Note 17 on 23 February 2018.  The Panel received submissions from ASIC, Gilbert + Tobin, Herbert Smith Freehills and Johnson Winter & Slattery and the Law Council¹.

On 18 May 2018, the Panel made interim orders (see TP18/35) in response to an application for an interim order dated 18 May 2018 by Aurora Funds Management Ltd in its capacity as responsible entity of the Aurora Fortitude Absolute Return Fund (Aurora) in relation to the affairs of Molopo Energy Limited (Molopo).

The Panel varied those interim orders on 30 May 2018 (see TP18/38) in response to a further request for an interim order dated 28 May 2018 by Aurora.

The Panel has received an application from NCZ Investments Pty Ltd in relation to the affairs of Atlas Iron Limited. Atlas Iron is currently the subject of an off-market takeover bid by Redstone Corporation Pty Ltd for 100% of the ordinary shares of Atlas which it does not currently have a relevant interest in for $0.042 per share.

Details of the application, as submitted by the applicant, are below.

The Panel has made a declaration of unacceptable circumstances (Annexure A) in relation to an application dated 11 May 2018 by Aurora Funds Management Ltd in its capacity as responsible entity of the Aurora Fortitude Absolute Return Fund (Aurora) in relation to the affairs of Molopo Energy Limited (Molopo) (see TP18/34).

There is no suggestion that the current directors of Molopo (who were elected at Molopo’s AGM on 31 May 2018) are responsible for these circumstances.

The review Panel has affirmed the decision of the initial Panel to make a declaration of unacceptable circumstances in Finders Resources Limited 02¹ (Annexure A) and (by a 2:1 decision) set aside the initial Panel's decision to make orders and made new orders (Annexure B).

The Panel has accepted an undertaking from T2 Resources Fund Pty Limited (T2 Resources) in connection with an application by Realm Resources Limited (Realm) dated 29 May 2018 in relation to its affairs (see TP18/037).

T2 Resources has undertaken not to declare that its takeover offer for Realm shares is free from all conditions without providing the Panel with at least two (2) clear business days' notice in advance of any such declaration.

The Panel has accepted undertakings from Messrs Michael Davies and Gordon Galt (directors of Realm Resources Limited) and Messrs Michael Anderson and Craig McGown (as proposed directors of Realm), in response to an application for interim orders by Realm dated 29 May 2018 (see TP18/37), not to: