Substantial Holder Notices - Some Recent Developments


Substantial holder notices are essential for the existence of an informed market. As reiterated by the Takeovers Panel (Panel) in the recent Northern Iron Ltd [2014] ATP 11 (Northern Iron) decision:

"the broadly cast requirements of s671B(4) contribute to ensuring that the market is fully aware of the nature of, and details concerning, the substantial holder and their associates' interest and the potential impact of the terms of any relevant agreement…".

As a consequence then, a material failure to comply with the substantial holder provisions may warrant enforcement action by ASIC and/or give rise to a declaration of unacceptable circumstances and orders by the Panel.

In this corporate governance update we:

- provide a brief overview of the substantial holder notice regime under Chapter 6C of the Corporations Act (Cth) 2001 (Act);

- highlight areas of focus for ASIC; and

- highlight, by reference to the recent Panel decision in Northern Iron, some potential consequences of material non-compliance.

Please see full alert below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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