Tenon independent directors’ Company Statement
Rubicon Forests to rely on Tenon independent directors’ Company Statement
21 May 2004 - Rubicon Forests Limited (“Rubicon”) said today that it was disappointed that the Takeovers Panel had chosen to take a narrow view of the meaning of rule 38 of the Code, in the Panel’s decision issued this afternoon (rule 38 addresses “defensive tactics” in a takeover situation). The Panel said in its decision that it “does not see the proper application of rule 38 as being influenced by how relatively important any requested information might be to an offeror, or by how relatively innocuous it would be for the target company to comply. The rule simply does not create an obligation to provide such information.”
Rubicon said that it was a little surprised at this outcome, and that it “would now be relying on the Tenon Company Statement and the Grant Samuel Independent Report which were both silent (apart from noting the terms of Tenon’s banking facility) on the issue raised by Rubicon – i.e. whether Tenon had any material assets or interests which could be adversely affected if Rubicon were to move to 50.01% of Tenon. If there was anything material there on this issue, we would have expected it to have been disclosed – nothing has been disclosed. We can only assume that because there has been no such disclosure there is actually nothing to disclose. We still can’t understand why the independent directors don’t just say that.”
The Tenon independent directors’ Company Statement was not released until Tuesday 18 May, almost a week after Rubicon laid its complaint.