New Restraining Order On Lion Nathan Enterprises

The restraining order is for 21 days from yesterday. It follows an initial order restraining Lion Nathan Enterprises Limited made by the Panel on Wednesday 11 July.

The Panel met in Auckland yesterday to consider whether Lion Nathan Enterprises Limited was intending to act other than in compliance with the Takeovers Code in view of the combined effect of its takeover notice and the public statements in respect of its offer for shares in Montana Group (NZ) Limited. The Takeovers Panel heard from representatives of Lion Nathan Enterprises Limited and Allied Domecq Plc.

Lion Nathan Enterprise Limited’s takeover notice dated 1 July 2001 stated its intention to make a partial takeover offer under the Takeovers Code for 11% of the ordinary shares in Montana Group (NZ) Limited at a price of $5.50 per share. The takeover notice also stated that should the offer become unconditional, Lion Nathan Enterprises Limited (or another member of the Lion Nathan Group of companies) intends to make an offer for all outstanding shares at $3.70 per share.

Lion Nathan Enterprises Limited subsequently made public statements that “Shareholders will … have the opportunity to divest any remaining shares in the subsequent offer. If all shareholders, except Allied Domecq plc, accept both offers for all their shares, accepting shareholders will receive an average of no less than $4.38 per share … Lion Nathan is committed to acquiring 100% of [Montana] …”.

The combined effect of numerous statements on behalf of Lion was that shareholders were encouraged to evaluate both offers together. The Panel considered that this constituted an offer at different prices which would not comply with Rule 20 of the Code.

The Panel determined that it is not satisfied that Lion Nathan Enterprises Limited’s intended conduct would comply with the Takeovers Code and made the subsequent restraining order.

A copy of the decision of the Panel will be available from the Secretary of the Panel at the above address on Tuesday.

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