ANY further unsolicited share purchase offers from Ross Investments will be made under the scrutiny of an Australian Securities and Investments Commission-approved external compliance expert.
ASIC accepted that enforceable undertaking from Ross Investments and that Ross would also ensure its unsolicited offers are made in accordance with consumer protection requirements.
The undertakings follow an investigation by ASIC into a number of unsolicited offers to purchase securities made by Ross to shareholders in JF Meridian Trust, Global Property Fund, Ausbulk Ltd, Ansell Ltd, Incitec Pivot Ltd and Cambridge Credit Ltd.
The commission formed the view that each offer contravened provisions of the Corporations Act that were introduced in 2004 to regulate unsolicited offers to purchase securities.
It was also concerned that a brochure and documents attached to some of the offers did not comply with the law.
In particular the Ross offer did not:
• State the period for which they were to remain open;
• Include details about any withdrawal of the offer;
• Contain the market value of quoted securities at the date of the offer; or
• Contain a fair estimate of the value of the unquoted securities.
ASIC deputy executive director, enforcement Allen Turton said the commission would continue to keep an eye on companies that made unsolicited offers to shareholders.
“We will take action in circumstances where the investors’ interests may be compromised by the company’s failure to meet their legal obligations or where the documentation provided to investors is misleading,” he said.
Ross has provided an undertaking that it did not make any unsolicited offers during the period the terms of the enforceable undertaking were being negotiated.
