Published 10 July 2008
The Australian Takeovers Panel told property investment manager Macarthur Cook Ltd today it must seek shareholder approval for moves that blocked a takeover by AMP Ltd.
But the panel’s announcement came a day after AMP Capital Investors Ltd & associates announced they’d terminated their 6 June pre-bid agreement with Macarthur Cook’s largest shareholder, Ascalon Capital Managers Ltd, and ceased to be substantial securityholders in Macarthur Cook on 4 July.
AMP got an agreement to buy Ascalon’s 18.37% of Macarthur Cook and on 6 June offered $A1.35/share for the rest of the company, valuing it at $A31 million.
Macarthur Cook then struck a deal with IOOF Holdings Ltd, under which IOOF would take a blocking 13% of Macarthur Cook, and AMP responded by taking a claim to the Australian Takeovers Panel.
AMP approahced Macarthur Cook in April with a takeover proposal and outlined the terms on 6 June. On 13 June, Macarthur Cook entered a series of transactions with IOOF:
a strategic investment management & distribution alliance IOOF took 13% of Macarthur Cook in a private placement at $A1.15/shareIOOF entered a contractual restriction not to dispose of the shares for 24 months, except where the Macarthur Cook board recommended a takeover or scheme, or a third party acquired more than 50% of MacarthurCook, and an option for IOOF to underwrite MacarthurCook’s dividend reinvestment plan until 31 December 2009.
The takeovers panel said: “MacarthurCook did not seek shareholder approval prior to entering into these transactions. Items (b), (c) & (d), taken together, constituted frustrating action in relation to the proposed AMP offer.
“The absence of shareholder approval gave rise to unacceptable circumstances.”
The panel said if Macarthur Cook didn’t obtain shareholder approval for the transaction by 1 September, all transactuion agreement would be cancelled
AMP Capital had $A104 billion of assets under management in Australia & New Zealand in May, including $A17 billion of property.
Macarthur Cook has taken an interest in New Zealand recently, and on Tuesday said it would manage the underlying investments in the Emerging Markets Property Securities Fund established by Kinloch Funds Management Ltd. Macarthur Cook to a 33% interest in Kinloch in January,
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Attribution: Macarthur Cook & AMP statements to ASX, story written by Bob Dey for this website.