AUSTRALIA: Takeover Panel issues Consultation Paper on Shareholder Intention Statements

Thursday July 9 2015

The Australian Takeover Panel has issued a consultation paper inviting comments on a Guidance Note concerning Shareholder Intention Statements.

The draft Guidance Note on Shareholder Intention Statements seeks to address ambiguities that can cause shareholder intention statements to mislead or confuse. In particular, the draft Guidance Note:

• states that the Panel does not encourage or discourage the making of such statements;

• identifies that it may be misleading or confusing to make unclear statements, include ambiguous qualifications or withhold details of the holdings involved and;

• addresses the time frame for holding to a statement, aggregation of holdings in one statement, and how to deal with a superior proposal qualification.

Comments are sought on whether the Guidance Note is useful and what, if any, changes should be made to provide better guidance to the market. Comments are sought on the following issues:

• Encouragement: Whether the statement ‘The Panel does not encourage or discourage shareholder intention statements’ is helpful.

• Timing: Whether a time frame should be specified, and if so what time frame. If a time frame should be specified, is it applicable to a statement made after the offer period has started.

• Disclosure: Whether, in disclosing details of the holding, it is necessary for the shareholder’s holding to be material before it is disclosed. Is guidance needed as to the meaning of ‘material’.

• Consent: Whether consent to the making of a statement is always required.

• Impact on smaller companies: Whether the guidance is clear and helpful for smaller companies.

• Guidance on relevant interests and associations:Whether guidance is needed concerning shareholder intention statements giving rise to relevant interests or associations.

The Panel sets out that the consultation period is open until 1 September 2015. Comments or queries are to be sent by electronic mail to the address provided.

Click on the link above for further details.