Thursday 1 March 2007 LAWFUEL – Australian Business + Law – The Federal Court of Australia has ordered Ross Investments (Aust) Pty Ltd to write to shareholders in Incitec Pivot Ltd (Incitec) who had received Ross Investments’ unsolicited off market offer dated 29 January 2007 (Incitec offer) following an application by the Australian Securities and Investments Commission (ASIC). His Honour, Justice Finkelstein, ordered, by consent, Ross Investments to advise affected shareholders of the market value of the shares as at the date of the Incitec offer.
Ross Investments, a company based in Bendigo, Victoria, must also advise shareholders who had accepted the Incitec offer that they have 30 days in which to terminate their agreement and recover their shares. This order was made in proceedings against Ross Investments and its sole director, Mr Robert Douglas Ross, (the defendants) brought by ASIC. The Federal Court declared that Ross Investments, by sending the Incitec offer which did not contain the market value of Incitec ordinary shares as at the date of the offer, contravened the Corporations Act 2001 (the Act).
The Court also declared that by signing the Incitec offer document, Mr Ross was knowingly concerned in that contravention. 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 and an explanation of the basis on which that estimate is made. In addition, ASIC sought fresh injunctions in response to further information provided to ASIC since the date of the last hearing on 19 February 2007, relating to further alleged unsolicited off market offers to purchase Cambridge Credit Corporation Ltd (Receiver Appointed) debentures made by Ross Investments on or about 16, 22 and 29 January 2007, (the Cambridge offers).
The Court, by consent, made interim orders restraining the defendants until 4.15pm on 27 March 2007, from lodging any transfer form that it receives from persons to whom the Cambridge offers were made. The Court orders also restrain the defendants from disposing of any debentures purchased by Ross Investments as a result of any acceptance of the Cambridge offers. ASIC’s investigation in relation to the Cambridge offers is continuing. This matter is listed for hearing at 9.15am on 27 March 2006. 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