Takeovers Panel complaints relating to Oyster Bay

Takeovers Panel decisions on complaints relating to Oyster Bay

The Takeovers Panel today considered a complaint by the committee of independent directors of Oyster Bay Marlborough Vineyards Limited (Oyster Bay). The complaint related to a possible sale of Oyster Bay shares by Peter Yealands Investments Limited (PYIL) after its partial takeover offer for Oyster Bay has closed, but before the transfer of shares was completed (if the offer is successful).

The independent directors complained that the possible sale, which has been under consideration by PYIL, would breach rule 35 of the Code. Rule 35 prevents an offeror selling target company shares during the offer period. The independent directors complained that, in addition, the sale by PYIL would breach the terms of PYIL’s takeover offer document.

The Panel received submissions from both parties in response to the complaint. The Panel considered the information and decided, based on the submissions, to take no further action in respect of the complaint by the independent directors.

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A complaint from Delegat’s Wine Estate Limited (Delegat’s) against PYIL was also considered by the Panel today.

Delegat’s is also making a partial takeover bid for Oyster Bay. This complaint alleged that a statement in a variation notice posted on the NZX website by PYIL on 7 July 2005 (raising the price offered for Oyster Bay shares), was misleading and breached the Code.

The statement was about the chances of Oyster Bay shareholders selling all their shareholdings under the two partial offers. The Panel considered the information and decided to take no further action in respect of the complaint by Delegat’s.

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