http://business.smh.com.au/nod-for-anz-to-offload/20080418-2744.h...

http://business.smh.com.au/nod-for-anz-to-offload/20080418-2744.html

* Vanda Carson and Colin Kruger
* April 19, 2008

THE ANZ Bank has been given court approval to sell 23.5 million shares in two mining companies caught up in the Opes collapse after a two-week battle over who had legal title over the shares.

It comes as the bank argued in court yesterday that it had voting rights over all the shares it received from Opes, either as a result of the financing it provided to the failed group or as a result of its default late last month.

The bank had failed to file substantial shareholder notices over any of the shares received from Opes until last week.

ANZ Bank could sell the shares off market, meaning that it could have offloaded the stakes after last night's decision.

ANZ is expected to sell the shares in Conquest Mining to a South African gold producer, Gold Fields. The shares in Conquest mining had belonged to its managing director, John Terpu.

Similarly, the Malaysian steel tubing maker Melewar Steel Ventures fears that a Chinese steel mill will buy its stake in Gindalbie Minerals and take effective control of the company.

Francis Douglas, QC, appearing for Melewar Steel Ventures and Conquest's Mr Terpu, said there was evidence that Opes "does not hold voting rights but each of the borrowers [Mr Terpu and Melewar]" does.

The issue of voting rights was central to the case because Melewar and Mr Terpu argue the sale of the shares held by ANZ will transfer a strategic advantage to industry rivals who could buy up the shares cheaply and gain control of the mining companies.

The three NSW Court of Appeal judges who gave approval for the sale late yesterday will give their reasons for the ruling on Monday.

The Takeovers Panel has backed away from any involvement in the Opes debacle by rejecting an application from BioProspect shareholders who lost their 25 per cent stake in the company as a result of the margin loan specialist's collapse.

The BioProspect shareholders Gun Capital, Max Capital and Bejjal Pty Ltd applied to the panel to declare "unacceptable circumstances" in relation to ANZ's control of their 25 per cent stake in Bioprospect, which had been lodged as security with Opes.

In an emphatic decision, the panel said it had "declined to commence proceedings" and referred the warring parties back to the courts.

In its decision, the panel said the application did not come under the takeover provisions of the Corporations Act. But even if it did, the panel did not consider the case was strong enough to lead to a finding of unacceptable circumstances. The panel also said there would not be suitable remedies if it did.

"For the above reasons, the panel concluded there was no reasonable prospect that it would make a declaration of unacceptable circumstances if it conducted proceedings."

Opes clients are wasting no time in seeking other avenues. The litigation funder IMF Australia said yesterday that it was preparing to fund claims of Opes clients against ANZ, which is selling down about $800 million worth of stock to recover a $650 million debt with Opes.

"IMF will provide litigation funding to Opes clients, dependent on IMF's consideration of their individual circumstances."