Takeovers Panel to seek Court remedies
4 October 2005
Takeovers Panel to seek Court remedies for Oyster Bay shareholders
The Takeovers Panel is to file proceedings in the High Court seeking orders from the Court that prescribe remedies for the situation which has developed in the Delegat’s takeover offer for Oyster Bay.
The Panel made restraining orders on 22 September 2005 relating to Delegat’s offer after it concluded that Oyster Bay’s target company statement did not comply with the Takeovers Code in that it omitted information relating to the value of Oyster Bay’s vineyards that could have been material to the making of decisions by shareholders to accept or reject Delegat’s offer.
On the same date the Panel indicated to Oyster Bay and Delegat’s, and publicly, that it would seek to develop a process by which shareholders would be given the omitted information and would have the opportunity to reconsider their decision to accept Delegat’s offer in the light of the additional information.
In discussions with the parties the Panel indicated it would amend its restraining orders, grant exemptions from the Code, and accept enforceable undertakings to facilitate the above proposal and thereby avoid Court action.
The Panel sought submissions on its proposed solution by 29 September 2005 from the affected parties, including the complainants Messrs David Rankin and Peter Yealands. None of the submissions fully endorsed the Panel’s proposed approach. The submission from Delegat’s indicated that it could not accept the Panel’s proposed solution.
Delegat’s has advised the Panel that it is filing proceedings in the High Court today for judicial review. In addition, the Panel has just become aware that Delegat’s, without prior notice to the Panel, is communicating with the Oyster Bay shareholders who accepted its partial offer. The Panel has not approved this procedure and may elect to comment in more detail later if it is appropriate.
These actions effectively put an end to the Panel’s efforts to find a commercial outcome to address Oyster Bay’s non-compliance with the Code. The Panel is disappointed that Delegat’s has chosen this path when the Panel was attempting to find an expeditious and pragmatic solution for Oyster Bay shareholders.
In view of Delegat’s action the Panel has no choice but to defend these proceedings. The Panel will also initiate its own action under the Takeovers Act to ask the Court to make orders to implement the Panel’s preferred solution to this matter.