Monday 19 February 2007 LAWFUEL – Legal News, Law Jobs – The Australian Securities and Investments Commission (ASIC) obtained interim orders in the Federal Court of Australia in Melbourne today against Ross Investments (Aust) Pty Ltd and its sole director, Dr Robert Douglas Ross. ASIC commenced proceedings against the defendants in the Federal Court following complaints made to ASIC by Incitec shareholders, alleging that Ross Investment’s unsolicited off-market offer to purchase shares in Incitec Pivot Limited (Incitec) dated 29 January 2007 (the Incitec offer) did not contain the market value of the shares as at the date of the offer.
The Court made orders restraining the defendants, until 4.45pm on 27 February 2007, from lodging any transfer that it receives from persons to whom the Incitec offer was made and from disposing of any shares purchased by Ross Investments (Aust) Pty Ltd as a result of any acceptance of the Incitec offer. In addition, the Court made orders restraining the defendants from making unsolicited offers to purchase financial products unless the offer document contains the market value, or where the product is not traded on a licensed market a fair estimate of the value, of the financial product.
ASIC alleges that on or about 29 January 2007, Ross Investments sent the unsolicited Incitec offer to Incitec shareholders in which it offered to purchase their shareholding in Incitec for $28.00 per share. It is alleged that the Incitec offer was not in accordance with the law as it failed to inform shareholders of the market value of the shares which as at the date of the offer was $36.35 per share. ASIC’s Executive Director of Enforcement, Ms Jan Redfern said ASIC took this action to ensure Incitec shareholders were aware of the market value of their Incitec shares prior to agreeing to sell to Ross Investments. ‘This action serves to remind consumers about the need to carefully scrutinise offers that appear ‘out of the blue’.
Incitec shareholders, like all shareholders who receive unsolicited offers to buy their shares, need to closely consider their options and in particular, the market value of their shares’, she said. Ms Redfern encouraged anyone who received an unsolicited offer to purchase shares to carefully review the offer, and where possible, to seek qualified financial advice to ensure acceptance of the offer is in their best financial interests. The matter will return to court at 2.15pm on Tuesday 27 February 2007. For further information contact: Jan Redfern Executive Director, Enforcement Telephone: 02 9911 2191 Mobile: 0411 119 210 Danielle Huck ASIC Media Unit Telephone: 03 9280 3407 Mobile: 0417 540 769