Federal regulator thinks major Tribune shareholders may have breached takeovers law
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An investigation by the takeovers regulator has found a number of substantial shareholders in Tribune Resources have not been truthful about how much of a stake they have in the precious metals producer.
The Takeovers Panel delivered a “declaration of unacceptable circumstances” because it was “concerned there may be contravention of the takeovers prohibition in [section 606 of the Corporations Act 2001] but did not reach any conclusions”.
Section 606 prohibits the acquisition of a relevant interest in a company’s shares if the transaction increases a person’s voting power from below 20 per cent to over 20 per cent, or from a starting point that is above 20 per cent and below 90 per cent.
The Panel received an application from a shareholder in August regarding Tribune’s three largest shareholders – Sierra Gold, Trans Global Capital and Rand Mining, which own 16.04 per cent, 16.91 per cent and 26.32 per cent, respectively.
Shareholder R Hedley Pty Ltd raised concerns that the existing substantial shareholder notices were “defective”.
The investor also alleged other parties had a voting power in Tribune of more than 5 per cent but had not lodged substantial holding notices identifying their interest.
A week after the Takeovers Panel received the application from R Hedley Pty Ltd, the regulator handed down interim orders preventing those involved from dealing in their shares.
The Panel says it considered that “tracing notice responses by Sierra, Sierra Gold Pty Ltd, Trans Global and Rand contain material that, in the submissions made by those parties to the Panel, was and is false”.
“If material provided to the Panel in the submissions by Tribune, Sierra, Sierra Gold Pty Ltd, Trans Global and Rand is accurate, there have been numerous contraventions of the substantial holding provisions in relation to Tribune shares,” the Panel said.
The regulator is now considering what final orders it will make.
R Hedley Pty Ltd has reserved the right to make a further application in relation to any breach of section 606 of the Corporations Act 2001.
The Panel says further historical material would be needed to allow it to reach conclusions on that matter.
The situation, meanwhile, has come as no surprise to Tribune.
“We are not completely surprised by the Panel’s findings, with some of the substantial holder notices by various shareholders identified as deficient during the process,” independent director Gordon Sklenka told investors today.
Mr Sklenka did however take the opportunity to promote Tribune’s three-year share price appreciation.
“Management continues to focus on delivering shareholder value, as evidenced by the 66 per cent share price gain over the past three years and the continuing dividend payments to shareholders,” he noted.
But shares have slipped back nearly 19 per cent from a peak of $8.24 in September last year to trade at around $6.70.
Tribune says it will work with the Panel with regards to the issues identified.