Offeror(s): International Marine Services Limited

Independent Adviser(s): T.D. Scott & Co (Rule 18)

Company Meeting Date: 29/11/2002

On 4 September 2002, Submarines Australasia Limited (“SAL”, the target company) and International Marine Services (“IMSL”) entered into an agreement under which it was proposed that IMSL would be allotted 10,000,000 shares in SAL at NZ$0.05 per share. The proposed allotment would give IMSL 49% of voting rights in an expanded SAL.

 

Prior to the shareholders meeting, the Panel convened a meeting under section 32 of the Takeovers Act 1993 and determined that the notice of meeting sent by SAL to shareholders on 14 November 2002 did not comply with rule 16(g) of the Code and that any allotment of securities to IMSL made on the basis of the resolution as proposed in that notice of meeting would be in breach of the Code.

 

On the basis of an undertaking by SAL that it would not subsequently allot any securities unless the allotment was made in compliance with the Code, the Panel accordingly decided not to make any restraining orders in relation to the allotment of shares to IMSL.

 

On 29 November 2002, the allotment of shares was approved at a special meeting of SAL shareholders.

 

TD Scott & Co prepared a rule 18 independent adviser’s report on the merits of the proposed allotment.