Offeror(s): GPG Forests Limited

Independent Adviser(s): Grant Samuel & Associates (Rule 21)

Offer Date: 28/08/2002

Closing Date: 24/10/2002

Offer Type: Partial

On 28 August 2002 Guinness Peat Group PLC announced that it would make a partial takeover offer for Rubicon Limited (“Rubicon”) through its wholly owned subsidiary, GPG Forests Limited (“GPG”). The offer was at $0.75 per share conditional upon GPG receiving acceptances that would take its shareholding to more than 50% of Rubicon’s shares or if GPG did not receive sufficient acceptances to leave GPG holding 50%, a lesser percentage approved by Rubicon shareholders. At the time, GPG was Rubicon’s largest shareholder with a holding of 19.997%.

On 2 September 2002, the Panel considered that GPG’s offer was not compliant with the Code in several aspects, in particular, the partial offer did not state the specified percentage of Rubicon’s shares which was being sought. Additionally, the Panel held the view that an offer, which is for either more than 50% of Rubicon’s shares or a lesser percentage approved by shareholders, could not be made as one offer in compliance with rules 9 and 10 of the Code.

On 5 September 2002, the Panel convened a meeting under section 32 of the Takeovers Act 1993 at which it determined that it was not satisfied that GPG’s partial offer for Rubicon complied with the Code. The Panel considered that the Code did not permit partial offers to be made in the alternative. Accordingly, the Panel made an order restraining GPG from acquiring Rubicon shares through the partial offer in its current form.

On 18 September 2002, GPG varied its offer to Rubicon to comply with the Panel’s determination. The revised offer would be for 40% of the outstanding Rubicon shares that it did not already own, at a price of $0.75 per share, conditional on achieving acceptances which would leave GPG holding more than 50% of Rubicon.

On 2 December 2002, GPG gave notice that its partial takeover offer for Rubicon had lapsed as it had received acceptances amounting to 5.78% of Rubicon's outstanding shares, well short of the 30.1% acceptances that it needed in order for its partial offer to go unconditional.

Key Documents

Takeover Offer:
Target Company Statement:
Independent Adviser Report(s):