Can FBR DISMISS THIS claim by mr Ciesla:
Yes, a company like FBR Limited can seek to have such a claim dismissed or rejected by the Takeovers Panel, but it must follow certain legal and procedural steps. Here's how that typically works:1. Responding to the Application
FBR would be given the opportunity to formally respond to the claims made by Mr. Ciesla. This involves:
- Submitting counterarguments that explain and justify the actions taken.
- Providing documentation or evidence showing compliance with the Corporations Act, ASX Listing Rules, and proper corporate governance.
- Refuting specific allegations, such as:
- That the placements unfairly consolidated control.
- That there was failure to disclose material information.
- That shareholder engagement was lacking.
2. Addressing Procedural Validity
FBR can argue that:
- The shareholder vote at the EGM was properly conducted under corporate law.
- The placement approvals were compliant with ASX Listing Rule 7.1 and exceptions therein.
- The resolutions were passed with proper notice and explanatory material.
- The Takeovers Panel has no jurisdiction (if applicable), since the complaint might relate more to general governance than to a control transaction, which is the Panel’s main focus.
3. Using Prior Decisions
The company can reference prior Takeovers Panel decisions—especially the fact that Mr. Ciesla withdrew a similar application earlier—to argue that the new application is duplicative or abusive of process.
4. Arguing No Unacceptable Circumstances
The Panel only intervenes if there are “unacceptable circumstances” affecting control or the efficient, competitive, and informed market. FBR could argue that:
- The transactions did not affect control or mislead shareholders.
- The placement to FIL was subject to shareholder approval, which was obtained.
- There was no breach of the principles in section 602 of the Corporations Act.
5. Requesting the Panel Declines to Conduct Proceedings
If the Panel finds the application lacks merit or significance, it may decide not to conduct proceedings at all. FBR can urge this outcome.
In Summary:
Yes, FBR Limited can seek to dismiss this claim by:
- Filing a comprehensive and evidence-backed rebuttal.
- Emphasizing procedural compliance and shareholder approval.
- Arguing there are no “unacceptable circumstances” under takeover law.
(20min delay)