9 May, 2012

 

In brief 

 

Judicial review challenges to the Panel's decision to accept undertakings have been discontinued following performance of the undertakings.

 

In July last year the Takeovers Panel accepted undertakings, in lieu of making a declaration of unacceptable circumstances, after finding that various parties were associated in relation to two ASX listed companies, Bentley Capital and Queste.

 

In a novel twist, the parties who gave the undertakings (and one other) sought judicial review of the Panel's decision to accept the undertakings they had offered. This occurred after differences arose as to the interpretation of the undertakings.

Our April 2012 Takeovers Legal Update discussed the Federal Court's refusal of an extension that would have allowed the Panel to resolve the impasse by making a declaration.

 

It appears now, however, that the Panel has finally got what it wanted.

 

The undertakings required one of the parties to convene a meeting of Bentley seeking item 7 shareholder approval for the acquisition of certain Bentley shares. This resolution was approved on 4 April 2012, meaning that a divestment undertaking, which would otherwise have applied, did not take effect. The judicial review challenges were later discontinued.

 

On the basis of the publicly available documents, the judicial review challenges did not appear to have strong prospects, but the Panel will no doubt be pleased that this long running saga is now over.

 

 

For further information, please contact:

 

Nick Terry, Partner, Ashurst

nick.terry@ashurst.com

 

Claire Hannon, Ashurst 

claire.hannon@ashurst.com

 

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