Guinness Peat Group PLC and The Panel


6 August 2003

The Takeovers Panel has cancelled the meeting it had called under section 32 of the Takeovers Act 1993 for Thursday 7 August 2003.

The meeting was to determine whether GPG, as lead underwriter of the recently concluded rights issue made by TOWER Limited (TOWER), could rely on clause 19 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001. This exemption requires underwriters to sell down any shareholding held in excess of 20% within 6 months.

GPG's view was that it was entitled, as an “underwriter”, to rely on clause 19 of the class exemption.

The Panel's preliminary view was that GPG was not entitled to rely on the class exemption. The Panel accordingly had granted a specific exemption, the Takeovers Code (Guinness Peat Group plc) Exemption Notice 2003, which required GPG to dispose of any excess shares within the shorter of 30 days or until TOWER held a shareholder meeting.

GPG initiated proceedings in the High Court in an endeavour to have the matter resolved by the Court.

Tower's rights issue has now closed. The Panel is satisfied that, after fulfilling its underwriting obligations, GPG's control of voting rights in Tower will be less than 20%. As a consequence there are no longer any issues arising under the Code.

The Panel has therefore agreed with GPG on the following course of action:

  • GPG is to discontinue its proceedings against the Panel in the High Court;
  • The Panel's hearing scheduled for 7 August 2003 has been cancelled;
  • The Panel will revoke the specific exemption it granted to GPG.