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http://www.takeovers.gov.au/content...media_releases/2017/026.htm&pageID=&Year=2017
TP17/26
Wednesday, 31 May 2017
Molopo Energy Limited 01 & 02 – Declaration of Unacceptable Circumstances
The Panel has made a declaration of unacceptable circumstances (Annexure A) following applications dated 11 April 2017 by ASIC and Molopo Energy Limited in relation to the affairs of Molopo (see
TP17/16 and
TP17/17).
Background
Keybridge Capital Limited and Aurora Funds Management Limited
1 are shareholders in Molopo. Keybridge previously owned Aurora. Keybridge sold Aurora to Seventh Orion Pty Ltd, as trustee of the Aurora Investment Unit Trust (
the trust), on 30 June 2016. Mr John Patton is a director and 50% shareholder of Seventh Orion and holds 26.1% of the units in the trust. Mr Nicholas Bolton holds 49.9% of the units in the trust.
Mr Bolton was managing director of Keybridge until December 2015 when he resigned after he was disqualified from managing a corporation.
2 Mr Bolton is a consultant to Keybridge and has provided Aurora with advice and assistance in relation to its investments, including in relation to its investment in Molopo. Mr Patton was appointed as a non-executive director of Keybridge on 10 August 2016 and appointed executive Chairman of Keybridge on 13 October 2016. Mr Patton is also the managing director of Aurora (other aspects of Mr Bolton’s and Mr Patton’s roles are described in the declaration).
Since 1 July 2016, Keybridge and Aurora have increased their respective shareholdings in Molopo from 18.48% and 1.88% to 19.95% and 17.92% respectively. On 12 March 2017, Keybridge requisitioned a meeting of Molopo shareholders under s249D
3 to consider resolutions for the removal of Molopo’s directors and appointment of three directors nominated by Keybridge. The consideration of these resolutions (and a resolution to appoint an Aurora nominee) will be considered at Molopo’s annual general meeting scheduled for 20 June 2017.
4
The Panel considered that the involvement of Mr Bolton (or Mr Bolton together with Mr Patton) in Keybridge and Aurora gives rise to unacceptable circumstances in relation to the affairs of Molopo. This was the case despite the Panel not finding, given the material before it, that Keybridge and Aurora were associates in relation to Molopo.
The Panel extended time for ASIC and Molopo to make their applications under s657C(3) and obtained an extension of time from the court under s657B to make a declaration.
5 The Panel did not consider it against the public interest to make the declaration, and in making it had regard to the matters in s657A(3).
Orders
The Panel is considering what, if any, final orders to make and will publish details in due course. The undertakings provided by Keybridge and Aurora (not to dispose of or acquire any shares in Molopo without the Panel being given two clear business days' notice of any such proposed disposal or acquisition) continue to apply until the conclusion of Panel proceedings (see
TP17/19).
The sitting Panel was Shirley In’t Veld, Karen Phin and John Sheahan QC (sitting President).
The Panel will publish its reasons for the decision in due course on its
website.
Allan Bulman
Director, Takeovers Panel
Level 10, 63 Exhibition Street
Melbourne VIC 3000
Ph: +61 3 9655 3597
[email protected]
(20min delay)