PRINT THIS PAGE Asia Pacific VCPE newsletter25/04/2006. Source: Baker & McKenzie.
This issue of Baker & McKenzie's Asia Pacific private equity and venture capital newsletter discusses the use of equity swaps in Australia, the procedures for offshore investments by PRC residents in China, the Exchange Control Act in Malaysia, and the proposed amendments to CDP rules and procedures in Singapore. The Takeovers Review Panel (the Panel) has survived a constitutional challenge to its powers in the Federal Court following its adjudication of the Austral Coal matter regarding the non-disclosure of derivative or equity swap arrangements by bidders. The Court ordered that the matter be reheard by the Panel, addressing its omission to identify what damage had been done by Glencore (a bidder for the target company Austral Coal) in not disclosing its interest in cash-settled equity swaps over Austral Coal shares.
Private Equity houses considering public to private transactions need to be aware of the consequent uncertainty in this area in the context of any public to private transactions and they need to make sure that any use of such agreements does not lead to a declaration of 'unacceptable circumstances' by the Panel.
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