Seabrook, in the matter of the Takeovers Panel & the Corporations Act 2001 (Cth) [2002] FCA 1219

FEDERAL COURT OF AUSTRALIA

Seabrook, in the matter of the Takeovers Panel & the Corporations Act 2001 (Cth) [2002] FCA 1219

CORPORATIONS – takeover bid by listed property trust for group of listed property trusts under the same management – competitive takeover bid by two other listed property trusts in combination – bid document purported to provide for acquisition of securities comprising shares stapled to units in target trusts by means of securities comprising shares or alternatively options for shares stapled to units in bidder trust – questions of law relating to bid referred to Court by ASIC constituted Takeovers Panel to Court for determination under s 659A Corporations Act 2001 (Cth) – Mirvac contended for legal viability of bid - rival CPA/GAN conglomerate bidder and target conglomerate contested legal viability on grounds of contravention of Mirvac's Constitution – whether Mirvac offer made provision for acquisition of securities in target trusts within s 601GA(1)(a) of Corporations Act –consideration of the nature and legality of the issue of options by Mirvac as component of its bid – whether offer authorised by Mirvac Constitution – whether Mirvac Constitution amenable to validate bid. Corporations Act 2001 (Cth) ss 167A(1), 168(1), 169(1), 169(6A), 170(1), 601EB, 601FC(1)(c), 601GA(1)(a), 601GA(1)(c), 601GB, 601GC(1)(b), 650D, 659A Australian Securities and Investment Commission Act 2001 (Cth) s 184 Corporations Regulations 2001 reg 5C.11.03 Dalgety Downs Pastoral Co Pty Ltd v Federal Commissioner of Taxation (1952) 86 CLR 335 cited Santos Ltd v Pettingell (1979) 4 ACLR 110 cited Smith v Permanent Trustee Australia Ltd (1992) 10 ACLC 906 cited Eagle Star Trustees Ltd v Heine Management Ltd (1990) 3 ACSR 232 cited Re Homemaker Retail Management Ltd (2002) 40 ACSR 116 cited