Zenith Minerals (ASX:ZNC) said Australia's Takeovers Panel received an application from Harvest Lane Asset Management, a shareholder of Zenith, seeking interim orders to prevent Forrestania Resources (ASX:FRS) from processing further acceptances under its takeover offer for Zenth and declaring the offer unconditional while the application is pending, according to a Friday Australian bourse filing.
Forrestania entered into a binding takeover implementation deed with Zenith in June. Between June 9 and June 29, Forrestania increased its stake in Zenith to 21.40% from 9.72%. On June 29, Forrestania announced the acquisition of the Edna May mine from Ramelius Resources (ASX:RRL) for AU$300 million.
Concurrently, Forrestania announced an equity placement of AU$310 million via a two-tranche placement at an issue price of AU$0.40 per share, almost 30% lower than the referenced offer price in the target's and bidder's statements, per the application.
Harvest Lane submitted that the "timing proximity" of the acquisition of the mine and the subsequent material dilution, to the release of both bidder's and target's statements, which did not specifically disclose or reference, constituted information that ought to have been known at the time the statements were issued.
Failure to disclose such information constitutes "misleading and deceptive circumstances," according to Harvest Lane.
Forrestania's shares fell nearly 8% in recent trading on Friday, while those of Zenith declined 9%. Regis Resources shed 4%.