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| OUTLINE OF APPLICATION FOR APPROVAL AS INDEPENDENT ADVISER |
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Name, address, place of business and contact details of applicant. |
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If the applicant is a company, the applicant’s place of incorporation should also be provided, together with background information as to the directors and shareholders of the applicant. |
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A statement certifying that the applicant’s professional liability insurance cover is adequate in relation to the size of the transaction. |
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A statement of the qualifications and expertise of the applicant, in the form the applicant expects it to appear in its report, together with, if a firm or company is the applicant, the names and curriculum vitae of the individuals who will be involved in preparing the report. This statement should include evidence of previous relevant experience demonstrating the applicant’s suitability for approval. |
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The rule under which the applicant has been asked to prepare a report. |
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The names of the persons instructing the applicant and any other key parties in the relevant transaction or series of transactions. |
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Disclosure of all past and present relationships between the
applicant and the persons instructing the applicant and any other party to the transaction or series of transactions (including the directors and shareholders of any such parties), including statements as to the nature, extent and duration of those relationships. |
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Disclosure of any other advisory activities which the applicant is, or will be, undertaking in relation to this transaction, including details of the basis of remuneration for such activity. (Such activities might include, for example, the provision of an independent appraisal report under the listing rules.) |
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Disclosure of any direct or indirect pecuniary or other interest, including any success or contingency fee or remuneration, other than the applicant’s fee for providing the report. |
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Prior involvement in the transaction (particularly the formulation of it). |
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A request in writing from the person that is required to commission the independent adviser’s report that the applicant be approved. |
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A statement that the applicant has no conflict of interest that could affect the applicant’s ability to provide an unbiased report. |
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A statement as to the timeframe within which the applicant would like the Panel to respond. |
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If appropriate, the names of any Panel members the applicant considers might be conflicted from making a decision in respect of this matter and why the applicant considers this to be the case. |
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Applications may be delivered, sent or faxed to the Panel. A cheque for $675 should accompany (or follow) each application for approval. This represents the application fee of $100 prescribed under the Takeovers (Fees) Regulations 2001 and an advance of $500 in respect of fees and costs to be incurred, plus GST. The Takeovers (Fees) Regulations 2001 prescribe charging rates of $200 plus GST per hour for time spent by members of the Panel and $145 plus GST per hour for time spent by professional staff. You will be sent an account for costs, where required, at the conclusion of the Panel’s work. If the cost of work done at the prescribed rates does not exceed the $500 paid
in advance, a refund will be made.
The Panel is aware that applications often need to be dealt with expeditiously and will endeavour to meet the applicant’s timeframe. Processing time depends on the nature and quality of the application and the resources available within the Panel when you apply. The Panel’s decision will be notified to the applicant as soon as possible after it is made.
The Panel is also pleased to accept applications by email but does not regard this an appropriate means for the communication of confidential information.
POLICY ON THE APPOINTMENT OF EXPERTS
Under rule 57(3) of the Takeovers Code, if a dominant owner (that is, a person who holds or controls 90% or more of the voting securities in a code company) receives a specified percentage of written objections to the consideration specified in the acquisition notice, the dominant owner must immediately refer to expert determination the amount of the consideration to be provided for the securities. Rule 58(1) pro vides that the reference to expert determination is a reference to an independent person appointed by the Panel.
The Panel considers similar issues arise in respect of an appointment of an expert to those relevant to the approval of independent advisers.
To enable the Panel to appoint an independent person to make an expert determination, the current policy of the Panel is that it requires the dominant owner, in the circumstances outlined in rule 57(3), to immediately notify the Panel of the receipt of these objections and the requirement for an expert determination together with a list of:
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the persons making the objections; |
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the current auditors of the relevant code company; and |
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the professional advisers the dominant owner has received
advice from in relation to this compulsory acquisition or any other acquisition of securities in the relevant code
company. |
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