Standards & Guidance
The Takeover Panel criticises Rothschild
The
Takeover Panel has taken the dramatic step of publicly criticising
NM Rothschild, financial adviser
to BT, for failing to ensure the telecoms
company complied with two rules during its acquisition of
PlusNet, the internet company.
The two sections of the Takeover Code breached were:
Rule 9.1, which requires a company to make an offer for a target when it
acquires over 30% of the voting rights; and Rule 7.1, which requires an
appropriate announcement to be made when the mandatory offer is triggered.
The Panel found that Rothschild failed to make BT aware
of these rules before the company gave instructions to purchase 4.5m PlusNet
shares on 21 November 2006. This purchase would have brought BT’s holding to
32.4% of the voting rights, and the issue of a mandatory offer was only raised
that afternoon by BT’s legal advisers. By this time BT had built up an aggregate
holding of over 30%. However, the Panel agreed not to hold BT to its compulsory
offer provided the company reduce its holding to below 30%.
Links
The Takeover Panel
NM Rothschild
PlusNet
March 2007 |
