lady justice with sword and scales
Source: Pixabay
  • Purported administration ceased at 4 pm AWST 1 February 2021.
  • An additional hearing regarding Magnolia's debt claim will be held on 4 March 2021.
  • Takeovers Panel declared there were no unacceptable circumstances regarding the Agency's AGM and approval of Peters Investments.
  • Magnolia applied for a review, announced on 3 February 2021.

The ongoing battle between The Agency Group and Magnolia lead to a Federal Court hearing on 1 February 2021.

Held before the Takeovers Panel, the series of events leading up to the hearing included:

  • Magnolia stating its intent to make a cash takeover for 100% of The Agency.
  • AGM postponement from 23 December 2020 to 30 December 2020.
  • Further postponement of AGM to 4 January 2021.
  • Magnolia’s Bidder’s Statement regarding a bid for The Agency was released to the ASX, dated 3 January 2021.
  • “Purported” appointment of administrators was made by MCL 105 Pty Ltd (Magnolia) on 19 January 2021 over an approximately $385,000 debt.
  • Less than 24 hours later Federal Court approved an injunction on the appointment of administrators.

Following the hearing before the Takeovers Panel, it was found that Magnolia’s proposal was “inhibited by a failure to indicate clearly which sources of funding are to be used to pay the consideration,”.

In a statement on 1 February 2021, The Agency managing director, Paul Niardone, said:

“This was a resounding success for The Agency Group, who have had to deal with these baseless and distractionary antics of Mitchell Atkins and Magnolia Capital.”

Mr Niardone goes on to say that, “The Agency strongly refutes any suggestions that it is insolvent,” and that, “The Company is in a strong financial position, with new major shareholder Peters Investments providing the Company with a new stable and financial major shareholder to support the Company on its continued growth.”

The Takeovers Panel said that “In light of further information provided by the Agency and the deferral of the AGM, the Panel did not consider that any matters raised in the application by Magnolia amounted to unacceptable circumstances.”

Orders were made that, “among other things, Magnolia be restrained from dispatching its Bidder’s Statement without the Panel’s consent.”

Today, however, The Panel stated in a media release that they “received an application from Magnolia Equities III Pty Ltd seeking a review in respect of its application dated 16 December 2020 in relation to the affairs of The Agency Group Australia Limited.”

The Agency also released to the ASX today, the notice of initial substantial holder regarding Peters Investments.

Peters Investments is stated to have become a substantial holder of the Agency on 28 January 2021, with a total voting power of 30.24%.

The number securities reined in by Peters Investments amounts to 129,621,485, classed as fully paid ordinary shares.

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