Takeovers Panel ´entertains´ Village Roadshow´s Share Buy-Back

Article by Neil Pathak and Craig Dally

The recent decision of the Takeovers Panel in the Village Roadshow Limited 03 matter again demonstrates that the Takeovers Panel's jurisdiction extends well beyond the traditional 'disputed takeover'.

The decision represents the first foray by the Takeovers Panel into the area of share buy-backs. It also highlights the preparedness of the Takeovers Panel to intervene if it believes a shareholder may obtain, or consolidate, control via a corporate proposal where the fundamental principles underlying takeovers legislation in Australia may be subverted.

Village Roadshow Limited (VRL), having recently completed an on-market buy-back of 10 per cent of its ordinary shares, was seeking shareholder approval to conduct a further on-market buy-back of up to 20 per cent of its remaining ordinary shares within the next 12 months. As an ordinary resolution, VRL required the support of at least 50 per cent of all shares voted on