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ASIC has appointed Morgan Stanley Wealth Management Australia Pty Ltd (Morgan Stanley) to sell 3,112,422 ordinary shares in CMI Limited (CMI).
The sale follows a decision by the Takeovers Panel (the Panel) to vest the shares in the Commonwealth for sale by ASIC. The shares represent approximately 9.2% of CMI’s issued capital.
The sale process will follow the requirements specified in the Panel’s orders which are included in ASIC’s substantial holding notice (PDF 531 KB) provided to the ASX on 5 December 2012. Under the orders:
- Morgan Stanley will determine the most appropriate sale method and will dispose of the shares no later than 3 months from today’s appointment
- neither Ms Leanne Catelan nor any of her associates are permitted to directly or indirectly purchase any of the shares unless the shares are sold on market and the acquisition is permitted under item 9 of s611 of the Corporations Act 2001(Corporations Act) (excluding any voting power in the shares held in the previous 6 months), and
- prospective purchasers must provide a statutory declaration that they are not associated with Ms Leanne Catelan or any of her associates – unless the shares are sold on market.
Inquiries about the sale process should be directed to:
Brian Mallon
Morgan Stanley Wealth Management
Tel: (03) 9188 2247
Background
On 25 February 2011 the Takeovers Panel made a declaration of unacceptable circumstances in relation to the purchase of 9.22% of CMI’s ordinary shares by Tinkerbell Enterprises Pty Ltd as trustee for the Leanne Catelan Trust (Tinkerbell).
The declaration was made on the basis that Mr Raymond Catelan and Ms Leanne Catelan were associates in relation to the affairs of CMI, the association was undisclosed and the acquisition has taken place other than in accordance with the exceptions to the takeovers prohibition in s611.
The Panel’s orders vesting the shares acquired in the Commonwealth for sale by ASIC were subsequently stayed pending the outcome of an application by Tinkerbell for judicial review of the Panel’s decision. ASIC appeared and made submissions in defence of the Panel’s decision. On 16 November 2012, Collier J dismissed the judicial review application with costs.
In April 2012, following a public tender process, ASIC entered into a standing arrangement with Morgan Stanley for the provision of stockbroking services. Morgan Stanley has been appointed to sell the CMI shares under this standing arrangement.
