Letters to the Chief Executive of the Takeovers Panel and the Chief Legal Officer f NAIF.

Given the ongoing problems with HotCopper, (uploading), have decided to create a new thread.

Below is a copy of a letter to the Chief Executive of the Takeovers Panel. He has not replied. I am waiting for Mr Bulman's response before posting his letter to me.

Have also written again to the Chief Legal Officer of the Northern Australia Infrastructure Facility, (NAIF), asking if ASIC has obtained full details of the $610 million concessional loan and how NAIF intends dealing with the loan if the takeover were to succeed.

Will hit the Post Message and see what happens.

Dear Mr Bulman

Thank you for your prompt response.

The first effort of deterrence by ASIC was for Mr Witham to inform me, on 22 April 2022, that I should make an application to the Takeovers Panel. Mr Witham said:-

“We thank you for your emails. As noted, your report will be assessed in accordance with ASIC’s standard policies and procedures.

Whether you make an application to the Takeovers Panel is a matter for you to decide. However, the Takeovers Panel typically recommends that applicants obtain legal advice prior to commencing proceedings.”

I responded to Mr Witham to the effect that I did not intend engaging legal advice as I believe ASIC has more than adequate legal expertise to investigate the Report of Misconduct and make its own application to the Takeovers Panel. It is for this reason I asked you if:-

“ASIC has given the Takeovers Panel notice of an intention to lodge a declaration under 657C (20) of the Corporations Act 2001.”

I asked the aforementioned question because, in a second effort of deterrence, on 2 May, Mr Witham wrote saying:-

”ASIC will only contact you again about your report of misconduct if we require further information from you.”

Given this minimalist response from ASIC, your suggestion that I continue to liaise with ASIC would be an act of futility? At this stage it seems the answer to my rhetorical question of whether ASIC is covering up the NAIF loan issues is yes.

With respect, I again point out that Genex shareholders are denied any meaningful information about the concessional loan from NAIF; (interest rate and other terms). The lack of that information about the NAIF loan, with it being treated as a “state secret”, makes this takeover somewhat UNIQUE.

The UNIQUENESS leads me to wonder what advice Takeover Panel member and member of the Genex Power Ltd board, Teresa Dyson, gave to other members of the board. The takeover scheme does, after all, involve a “secret” taxpayer funded loan and a foreign entity, (FIRB)? It seems the need for the involvement of the Takeovers Panel, under these circumstances, was likely.

Lack of detail about the NAIF loan makes it impossible to provide ASIC, in a Report of Misconduct, with information concerning the likely impact upon the VWAP figures and the fair and reasonable shareholders value. It is for ASIC to investigate all the aspects of the NAIF loan issues.

Even if details of the loan were disclosed, in the scheme and takeover transaction documents, it seems to me it would be a case of those responsible for the misconduct having managed to have the horse bolt before the stable door was closed.

The role of Goldman Sachs in this saga and the previous, 2022, takeover is highly questionable given that it may well be appointed as an Independent Expert. This alone calls for the Takeovers Panel’s involvement.

It seems what has been disclosed thus far is that ASIC will resist undertaking an assessment of the Report of Misconduct and as a consequence avoid making an application to the Takeovers Panel under 657C (20) of the Corporations Act 2001.

Perhaps the Kidston/Craven/Seshimo board will find that their failure to consider the broader ramifications Genex Power Ltd having the secretive taxpayer funded NAIF $610 million concessional loan will see a revision of the fair and reasonable share price or even the undoing of the takeover scheme?

I have kept the Australian Financial Review’s Andrew Macdonald and Giles Parkinson of RenewEconomy informed about this matter after I advised them they had fallen for the spin that the 2022 Kidston/Farquhar/Jackson takeover scheme had been withdrawn, because of an egress of water into the Main Access Tunnel of K2H. In fact the bid failed because Part 3 Section 9 (4) (b) of the Northern Australia Infastructure Facility Act 2016 had been ignored. I have therefore copied these emails to Messrs Macdonald and Parkinson.

It was my intention to make the contents of your response known to others, by publication and email. What legal sanctions am I under if I do so?