31. May 2011 14:08
The Takeovers Panel has accepted undertakings from QMS Asia Pacific Outdoor Pte Ltd (QMS) and William Shaw Capital Pty Ltd (WSC) and declined to make a declaration of unacceptable circumstances in response to an application dated 4 May 2011 from oOh!media Group Limited in relation to its affairs.
The application raised a number of concerns affecting an efficient, competitive and informed market. These included that the call option deed entered into by QMS with PFG Investments Pty Limited (in voluntary liquidation) (PFG) was not disclosed in a timely manner and that the deed with WSC may have caused QMS to contravene s 606 and may have been an abuse of s 609(7).
The Takeovers Panel was satisfied that the terms of the undertakings adequately addressed the unacceptable circumstances alleged in the application. In particular, the terms of the undertaking by QMS require it to compensate OOH shareholders (other than PFG, WSC and their associates) in relation to on-market and certain off-market transactions from 23 August 2010 to 22 March 2011. This is expected to remedy the effects of any loss suffered. Similarly, OOH will be compensated in relation to the placements.
Call option deed 2 will be unwound and shareholdings of QMS and WSC sold down. QMS's holding in OOH will be sold down to 15%. QMS will be restricted from voting more than 4.9% of its remaining holding until 31 January 2012, and will be subject to a standstill and board nomination freeze for 6 months.
The Panel considers that it is not against the public interest to decline to make a declaration of unacceptable circumstances.
The sitting Panel was Paula Dwyer (sitting President), David Friedlander and Mike Roche. The Panel will publish its reasons for the decision in due course on its website www.takeovers.gov.au.