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11 July 2001
The Takeovers Panel has made an order restraining Lion Nathan Enterprises Limited from acquiring securities or any interest in or rights relating to securities in Montana Group (NZ) Limited.
Lion Nathan Enterprises Limited's takeover notice dated 1 July 2001 stated its intention to make a partial takeover offer under the Takeovers Code for 11% of the ordinary shares in Montana Group (NZ) Limited at a price of $5.50 per share. The takeover notice also stated that should the offer become unconditional, Lion Nathan Enterprises Limited (or another member of the Lion Nathan Group of companies) intends to make an offer for all outstanding shares at $3.70 per share.
Lion Nathan Enterprises Limited subsequently made public statements that "Shareholders will … have the opportunity to divest any remaining shares in the subsequent offer. If all shareholders, except Allied Domecq plc, accept both offers for all their shares, accepting shareholders will receive an average of no less than NZ$4.38 per share. …Lion Nathan is committed to acquiring 100% of [Montana]...".
The Panel considers that the combined effect of the takeover notice and the public statements may constitute a full offer by Lion Nathan Enterprises Limited for all of the outstanding securities in Montana Group (NZ) Limited, structured with two different prices. A full offer on these terms may not comply with the Code.
As a consequence, the Panel considers that Lion Nathan Enterprises Limited "may not have acted or may not be acting or may intend not to act" in compliance with the Takeovers Code.
The Panel will hold a meeting to determine whether to exercise its powers under section 32. The meeting will be held on Monday 16 July 2001. The meeting will not be open to the public.
The Panel has no further comment until after the meeting.