Introduction

1. The Panel, John M Green, Francesca Lee and Laurie Shervington (sitting President), declined to conduct proceedings on an application by Wayburn Holdings Pty Ltd and others. The essence of the application is that, in relation to a bid that closed in July 2013, Cirrus and two of its nominee directors made statements in the bidder’s statement and target’s statement which presented a negative view of the prospects of Careers Australia Group Limited when they reasonably ought to have known otherwise.

The Panel, Richard Hunt (sitting President), Jane Sheridan and Alison Watkins, made a declaration of unacceptable circumstances in relation to the affairs of Yancoal Australia Limited.  The application concerned a pro-rata, renounceable rights offer of Subordinated Capital Notes.  The Panel considered that the rights offer was (among other things) highly dilutive, enabled compulsory acquisition to occur more cheaply than would otherwise be the case and the steps taken to minimise the control effect were not sufficient.  The Panel made orders restricting the ability of Yancoal’s major shareholder to convert the notes into ordinary shares without minority shareholder approval.