Bell offer for BHP closed

Press, 29 February 1984, Page 30

Bell offer for BHP closed

NZPA-AAP Melbourne Bell Resources has closed its tender offer for 16 million BHP shares after a judgment against the bid in the Victorian Supreme Court. Counsel for Bell Resources, S. E. K. Hulme, Q.C., said the company notified the Perth Stock Exchange of the decision to close the week-old offer and no further acceptances will be received. Mr Hulme outlined the proposed consent orders to be. put to Mr Justice Hampel later this week following discussions on Monday between legal representatives for Bell and BHP.

BHP challenged the partial bid last Tuesday, the same day the offer opened, and Mr Justice Hampel said on Monday the Perth company had contravened section 96 of the Companies Code by not issuing a prospectus to shareholders. Mr Hulme said Bell Resources would issue further financial information on the

company in a prospectus to all BHP shareholders who have made acceptances. He said these shareholders would have the option of either confirming or rescinding their acceptances “within a stated period.” Mr Hulme said he had been authorised to extend the undertaking by Bell Resources that it would only collate acceptances until 6.15 p.m. New Zealand time on Friday. •

But he said the consent orders will hopefully be put to the court before then. It is estimated that Bell Resources has received more than seven million acceptances to its partial bid which was based on a share exchange and successfully challenged by BHP. The statement by Mr Hulme is in line with the orders sought by BHP. Counsel for BHP, Alex Chernov, Q.C., earlier argued before Justice Hampel that Bell Resources had breached the Companies Code and asked that the

offer be restricted until it issued a prospectus. Justice Hampel accepted BHP’s argument that Bell Resources had contravened the act but said the company had done so “quite innocently.” He said Bell had received advice from the National Companies and Securities Commission that a prospectus was not required for a tender offer which did not involve a cash consideration.

Yesterday’s hearing was adjourned until Friday morning before Justice Hampel, but Mr Hulme said the consent orders will hopefully be put to the court before then.

Mr Hulme said “a lot of institutions” wished to know when they would get their Bell Resources scrip and said this would probably be on or around March 9. ' Bell Resources gained six million acceptances on the first day of the offer with the bulk coming from institutions.