While I am not a lawyer or familiar with Corporation Act 2001,...

While I am not a lawyer or familiar with Corporation Act 2001, in my opinion from reading Southern Cross Media Group Limited ATP13 case on the Take Over Panel website, I tend to think this is fallen under 'unacceptable circumstances' in S657A

The reason I think like that because substantial holder in RG 6.197 only covers from 5% upward. So, the other side (RG's) can argue backward that HSBC and Citi are non substantial holder etc... therefore, it doesn't need to be transparency like substantial holder.

However, like I said, in broad term power given to the Take Over Panel and the Court under the Act, unacceptable circumstances in the case mentioned and our situation can be interpreted by


Furthermore, in Southern Cross Media Group case, the Panel did state


Basically the case was about a guy tried to buy more shares into Southern Cross but the rival appeal it to the Panel and subsequently the rival wins. The case went on for 2 more trials (up till now) but the Panel affirmed the decision and forced the bidder (buyer) to sell back onto the market through ASIC supervision.


In our case, while this is different, but I find 2 similar situations:

1) The Panel or Court don't need to see word by word to form what it means to be 'unacceptable circumstances' to form their judgement, since 'unacceptable circumstances' is also a broad word. When there are 'unacceptable circumstances' and there are clearly evidences, of course it is a slam dunk. If not, outside the Act word, 'unacceptable circumstances' can be anything and if the President of the Panel or a Judge believes in you, the Honour can make the call of 'unacceptable circumstances'.

2) Kroll rocked up last minutes to say, hey 'I believe it is not fair but reasonable' since there are no competitor. Little I wonder after what they see after 2 months we got Manipur rocked up. If Kroll read this message, please consider the above Panel's statement. From what I read, it means no one can see the future and Kroll already determined that there are no foreseeable rival and formed their own independent report already. Would you say the same to the Take Over Panel? The way I read from them surely different from Kroll. So, do I believe in Kroll or the Take Over Panel.

I believe at the Court procedure, 'unacceptable circumstances' can be interpreted in similar way but in different protocol. Since I am not a lawyer, I will leave that end to the 'real' one.