The Takeovers Panel has declared Flinders Mines’ attempt to delist from the Australian Securities Exchange (ASX) unacceptable.
Flinders, best known for its Pilbara iron ore project (PIOP) in Western Australia, announced plans to go private last December by entering an on-market buyback using a loan from major shareholder, Todd Corporation (which owns 55.6 per cent).
The company hoped to then pay back Todd’s loan with a non-renounceable rights issue following completion of the buyback.
Flinders’ plan was met with protest from shareholders – minority shareholder Brendon Dunstan submitted an application to the Takeovers Panel on January 10, while Flinders’ second largest shareholder OCJ Investment (21.98 per cent) followed suit on January 11.
The shareholders protested that Flinders Mines transaction avoided rules laid out in the 2001 Corporations Act.
The Takeovers Panel today responded by declaring that the delisting proposal was likely to result in Flinders Mines and Todd (referred to as TIO) acquiring a substantial interest “in a manner that was likely to coerce Flinders Mines’ shareholders (other than TIO) to sell their shares”.
It also stated that shareholders would not have reasonable time to consider the on-market buyback or enough information to assess its merits and that shareholders would be denied a “reasonable and equal opportunity” to participate in the benefits of the buyback.
The Pilbara project hosts 1.48 billion tonnes of ore at 52.2 per cent iron, 14.8 per cent silica and 4.2 per cent aluminium.