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1 February 2003
The Takeovers Panel met on 30 January 2003 to consider certain aspects of the takeover offer made by PPCS for Richmond.
The Panel made determinations on three matters.
The first was whether the takeover offer made by PPCS for Richmond, by including a provision allowing PPCS to waive a stated minimum acceptance condition of 90 per cent, was in compliance with the Code.
The Panel determines that in this respect the PPCS offer document complies with the Code.
The second matter was whether PPCS's takeover offer for Richmond was required by the Code to include an offer to the holders of Optional Convertible Notes issued by Richmond in October 2001.
The Panel determines that PPCS did not need to make an offer to the holders of Optional Convertible Notes of Richmond as part of its full takeover offer and, accordingly, in this regard its takeover offer complies with the Code.
The Panel also considered an issue raised by the Bell Group of shareholders of Richmond which alleged that the terms of the explanatory note in the PPCS offer document are "materially misleading".
The Panel determines that the explanatory note is not misleading and is satisfied that the certificate signed by the directors and senior officers of PPCS, insofar as it refers to the explanatory note, complies with the Code.
The Panel commented that directors of both offeror and target companies have obligations to their shareholders and offerees during takeovers in relation to any statements or publicity that may be issued or distributed. These obligations are not limited to the formal takeover documents.
The full text of the Panel's determination is available on its website.