Following an ASIC investigation, mining magnate and former politician Clive palmer has been charged with breaching takeover law arising from a proposed takeover of The President’s Club (TPC).
His company Palmer Leisure Coolum (PLC, previously known as Queensland North Australia) has also been charged over the proposed takeover.
ASIC alleges that in April 2012 PLC publicly proposed to make a takeover bid for securities in TPC but subsequently did not make an offer for those securities within two months, as required under section 631(1) of the Corporations Act 2001. Palmer, a director of Palmer Leisure Coolum, has been charged with contravening section 631(1) – through the operation of section 11.2 of the Criminal Code – for aiding, abetting, counselling or procuring the company to commit that offence.
The charges carry a maximum penalty of two years’ imprisonment and fine of $11,000 for an individual, and fines of $55,000 in respect of a corporation. The matter has been listed for a pre-trial hearing before the Brisbane Magistrates’ Court on 13 June 2018.
An application has been made by Palmer and Palmer Leisure Coolum to the Supreme Court of Queensland for the charges to be permanently stayed, with the application returnable before that court on 19 April 2018.
The matter is being prosecuted by the Commonwealth Director of Public Prosecutions.
Background
TPC operated a ‘time share’ scheme at a property previously known as Hyatt Regency Coolum, and now known as Palmer Coolum Resort.
On 12 April 2012, Queensland North Australia Pty Ltd (now known as Palmer Leisure Coolum Pty Ltd) lodged a bidder’s statement with ASIC that proposed a bid for all of TPC’s shares and the corresponding villa interests.
Section 631(1) of the Corporations Act requires that offers for the securities under a takeover bid must be made within two months after the public proposal of the takeover bid.
No offer was made by Queensland North Australia Pty Ltd to TPC’s members within this period, which commenced on 12 April 2012 (being the date of the public proposal of the takeover bid).
