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28 November, 2002
The Takeovers Panel has considered issues relating to a notice of meeting sent by Submarines Australasia Limited (SAL) which included a resolution for a proposed allotment of 10,000,000 SAL shares to International Marine Services Limited (IMSL).
SAL's notice of meeting did not include a statement whether there is any agreement between IMSL and any other person about the allotment, holding or control of the shares to be allotted, or about the exercise of voting rights, as required by rule 16 of the Takeovers Code.
The Panel determined that the notice of meeting sent by SAL to shareholders on or about 14 November 2002 did not comply with rule 16 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.
The Panel also determined that it is satisfied that SAL intends to comply with the Code in relation to the prospective allotment. This is based on SAL's undertaking to the Panel that it will not allot any voting securities to IMSL, pursuant to the resolution being considered at the shareholders meeting on 29 November 2002, other than in compliance with the Code.
The Panel decided not to make any restraining orders in relation to the allotment of shares to IMSL because of SAL's undertaking.