Monday 16 July 2007 LAWFUEL – The Legal Newswire – The Australian Securities and Investments Commission (ASIC) has acted to stop some further unsolicited off-market offers, this time by M&M Investments, following concerns that the offers were not made in compliance with the law. The offers were made by Mardel Services Pty Ltd as trustee for M&M Investments Superannuation Fund (Mardel Services) between 1 May 2007 and 28 June 2007 to purchase Stockland Corporation Limited and Stockland Trust stapled securities.
A final stop order was issued by ASIC on 5 July 2007 and followed an interim stop order issued on 28 June 2007. ASIC was concerned that the offers did not identify Mardel Services as the offeror, and did not disclose the market value of the stapled securities as at the date of the offer or the offer price per stapled security. In addition, ASIC was concerned that important terms and information were presented in the offers in a manner that may have undermined their significance. Following discussions with ASIC, Mardel Services indicated that it does not intend to make any further unsolicited offers.
ASIC also encouraged Mardel Services to write to offerees who accepted the offers, outlining ASIC’s concerns and giving them an opportunity to request the return of their securities. This latest stop order follows earlier action by ASIC to stop unsolicited offers by Share Buyback Group between 26 April 2007 and 29 May 2007 to purchase shares in Bendigo Bank Limited, The Rock Building Society Limited, Mackay Permanent Building Society Limited and Wide Bay Australia Limited. More information about unsolicited offers is available from ASIC’s consumer website, FIDO, at www.fido.gov.au or by phoning the ASIC Infoline on 1300 300 630.
Background Off-market offers to purchase financial products are regulated under Division 5A of Part 7.9 of Chapter 7 of the Corporations Act 2001. Under Division 6, ASIC may make a stop order prohibiting specified conduct in respect of a financial product if an offer to purchase that financial product is defective or if it is not worded and presented in a clear, concise and effective manner.
An offer may be defective if it contains a misleading or deceptive statement or there is an omission of required content, such as the market value of the financial product as at the date of the offer. Before making a final stop order, ASIC is required to give procedural fairness to the offeror. For further information contact: Danielle Huck ASIC Media Unit Telephone: 03 9280 3407 Mobile: 0417 540 769