Takeovers Panel
UPSTREAM TAKEOVERS
A FURTHER CONSULTATION PAPER ISSUED BY THE TAKEOVERS PANEL
October 2009
- INTRODUCTION
- EXECUTIVE SUMMARY
- STATUS QUO AND PROBLEM
- Status quo
- Nature of the problem
- Practical difficulties
- Takeover proofing
- Uncertainty/lack of transparency
- Upstream takeovers in Australia and other jurisdictions
- Australia
- ASIC policy in respect of upstream acquisitions is applied narrowly
- The 'equal opportunity principle' in Australia underlies the purpose test; the purpose test underlies relief
- Why the requirement that the upstream target be listed?
- Other jurisdictions
- OBJECTIVES OF THE CODE
- PROPOSED OPTIONS IN APRIL 2009 DISCUSSION PAPER
- Option 1: maintain status quo
- Why not the preferred option?
- Option 2a and 2b: (class exemptions, both subject to the purpose test with, respectively, a 50% value test or a 25% value test)
- Why not the preferred option?
- Option 2c (a class exemption subject to purpose test and 50% value test and upstream target in reputable jurisdiction)
- Why not the preferred option?
- Option 3 (a class exemption from the Code, provided upstream target in reputable jurisdiction)
- Why not the preferred option?
- Option 4 (a class exemption, as for option 3, but subject to unacceptable circumstances)
- Why not the preferred option?
- Other proposed options
- PREFERRED OPTION
- Preferred option - case by case exemptions, published guidance/policy
- Key features of preferred option
- Specific requirements of a sell down or follow-on offer
- Analysis of Panel's preferred option
- CONSULTATION
- Problem definition
- Policy objectives
- Assessment of options
- Summary of submitters' preferred options
- Unacceptable circumstances?
- Class exemption subject to purpose test?
- Listed in reputable jurisdiction?
- Panel discretion?
- Other comments
- SUBMISSIONS
- APPENDIX
Download the consultation paper as a PDF file (130 KB)
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