Panel sets aside complaint but considers more disclosure by Wrightson may be required


26 May 2004

The Takeovers Panel met on 26 May 2004 to consider complaints made by Rural Portfolio Investments Limited concerning Wrightson Limited's response to its partial offer for that company. The Panel took into account Wrightson's comments on the complaints.

In general terms these complaints concerned:

    • aspects of the target company statement, including the independent adviser's report prepared by Grant Samuel & Associates Limited;
    • the indication in Wrightson's target company statement that it may declare additional dividends in the current financial year.

The Panel asked Rural Portfolio Investments whether it wished to formally request that the Panel convene a meeting under section 32 of the Takeovers Act to determine the complaints it had made. Rural Portfolio Investments declined to make such a request.

The Panel decided, after considering the complaints and Wrightson's comments, that there was insufficient merit in the complaints to warrant the Panel taking any further action in the present circumstances. The Panel reserves the right to take action in relation to the complaints if circumstances change.

The Panel noted that Wrightson's target company statement made extensive use of a valuation of Wrightson prepared by Cameron & Company. The Panel's preliminary view is that, consistent with the policy underlying this clause, the valuation is required to be made available to shareholders of Wrightson under clause 20 of Schedule 2 to the Takeovers Code.

Wrightson has been asked to notify the Panel urgently that it will make the full Cameron & Company valuation available to any Wrightson shareholder who requests it in terms of the requirements of clause 20.

If the Panel does not receive confirmation of this by 12 noon on Thursday 27 May 2004 it will formally consider whether to convene a meeting under section 32 of the Takeovers Act to determine the issue.