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2002/348
Takeovers
Code (Brunel Holdings plc)
Exemption Notice 2002
Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives
the following notice (to which is appended a statement of reasons
of the Takeovers Panel).
Contents
1. Title
2. Application
3. Expiry
4. Interpretation
5. Exemption
Notice
- Title
This notice is the Takeovers Code (Brunel Holdings plc)
Exemption Notice 2002.
- Application
This notice applies to acts or omissions occurring on or
after 18 October 2002.
- Expiry
This notice expires on the close of 30 June 2003.
- Interpretation
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(1) |
In this
notice, unless the context otherwise requires,-
Act means the Takeovers Act 1993
Brunel means Brunel Holdings plc, a company incorporated
in England and Wales
Code means the Takeovers Code approved by the Takeovers
Code Approval Order 2000 (SR 2000/210)
Guinness means Guinness Peat Group plc, a company
incorporated in England and Wales.
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(2) |
In this notice, a reference to a person increasing voting
control is a reference to the person becoming the holder or
controller of an increased percentage of the voting rights
in a code company. |
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(3) |
Any term or expression that is defined in the Act or the
Code and used, but not defined, in this notice has the same
meaning as in the Act or the Code. |
- Exemption
Brunel is exempted from rule 6(1) of the Code in respect of any
increase in its voting control in Turners & Growers Limited,
Turners Auctions Limited, and Rubicon Limited as a result of the
merger of Guinness with Brunel by means of a scheme of arrangement
under section 425 of the United Kingdom Companies Act 1985, as
described by Guinness in the circular to its shareholders dated
on or about 21 October 2002.
Dated at Wellington this 18th day of October 2002.
The Common Seal of the Takeovers Panel was affixed in the presence
of:
J. C. King,
Chairperson.
Statement of reasons of Takeovers Panel
This notice applies to acts or omissions occurring on or after
18 October 2002, and expires on the close of 30 June 2003.
Brunel Holdings plc (Brunel) and Guinness Peat Group plc (Guinness)
propose to merge by way of a scheme of arrangement under the
United Kingdom Companies Act 1985. As a result of the proposed
merger, Guinness will become a subsidiary of Brunel and, accordingly,
Brunel will become the controller of voting securities held
by Guinness in Turners & Growers Limited (Turners &
Growers), Turners Auctions Limited (Turners Auctions) and Rubicon
Limited (Rubicon).
The Takeovers Panel has granted an exemption from rule 6(1)
of the Takeovers Code (the Code) to Brunel in respect of any
increase in its voting control in Turners & Growers, Turners
Auctions, and Rubicon as a result of the merger of Brunel and
Guinness.
The Panel considered that it was appropriate and consistent
with the objectives of the Code to grant the exemption because-
- the merger transaction between Brunel and Guinness will
not result in a change of effective control of the voting
rights held in Turners & Growers, Turners Auctions, or
Rubicon held by Guinness, because the ultimate shareholding
structure of the merged group will not be materially different
from the current structure and control of Guinness; and
- the achievement of an increase in the percentage of voting
rights controlled by Brunel in Turners & Growers, Turners
Auctions, or Rubicon is incidental to a significant merger
transaction between Brunel and Guinness, which itself is not
directed at the attaining of control of voting rights in those
companies; and
- it would be inappropriate to give the non-associated shareholders
of Turners & Growers, Turners Auctions, and Rubicon the
opportunity to approve the merger when there has been no effective
change in the control of voting rights held by Guinness interests;
and
- the merger transaction is to be by way of a scheme of arrangement
under section 425 of the United Kingdom Companies Act 1985.
Issued under the authority of the Acts and
Regulations Publication Act 1989.
Date of notification in Gazette: 24/10/02
This notice is administered by the Takeovers Panel.
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