The following memo from SAB’s CEO Alan Clark has created a lot of fuss on Wednesday afternoon.
© The Financial Times Ltd 2016 FT and 'Financial Times' are trademarks of The Financial Times Ltd.
Worth noting this, since Arthur Leonard Robert Morton (73), commonly known as “Bob,” has been a fixture at the smaller end of the London stock market for as long as anyone can remember…
This is a public statement of censure by the Panel Executive of Mr Bob Morton for his failure to make an offer under Rule 9 of the Takeover Code (the “Code”) in compliance with the Code in connection with the purchases of shares in Armour by Mr Morton’s four sons in June and August 2011, and certain associated breaches of Rule 5 and Rule 2.
Back in the day, hostile takeover battles in the UK were fought, at least partially, through full page adverts in the press.
It was a great money spinner for newspapers and helped fund the growth of business journalism in the 1980s, as a wave of bids were accompanied with bold — and often aggressive — purchased media messages.
But it all got out of hand and the ever-so-sensible Takeover Panel decided to introduce Rule 19.4, which effectively put an end to the practice. (Colleagues think the epic battle over the Forte hotel group in the mid-1990s was the final straw, though we stand to be corrected.)
Moving forward in time to the big takeover battle of today… Read more
The Takeover Panel has published its recommendations for an overhaul of the City’s Takeover Code.
Via Reuters. Read more
The UK Takeover Panel is set to unveil one of the biggest shake-ups in UK dealmaking rules in 20 years, in the wake of Kraft Foods’ controversial $17bn hostile takeover of Cadbury, reports the FT. The UK merger watchdog is expected to recommend that the timetable for the “put-up or shut-up” rule – which forces a bidder to make an offer within a certain period or withdraw from the process – be shortened, to protect a target company from business disruptions. The Panel is also expected to propose that bankers’ advisory fees, including success fees, are publicised in hostile takeover situations – in order to create more transparency for shareholders. There will also be a requirement to disclose costs incurred in a takeover bid.
Things you probably didn’t know about the City of London.
The first in an irregular series starts with Wednesday’s news that the Takeover Panel — the body which polices all mergers & acquisition activity in the UK — has “cold shoulder” powers. Read more
Shares in BP traded over 400p for the first time in around a month on Monday – June 9 to be precise – as bid rumours swirled:
Kraft Foods has been censured by the UK mergers watchdog for making promises it could not keep during its £11.7bn takeover bid for Cadbury this year, the FT said. The panel also criticised Lazard, Kraft’s advisers on the Cadbury takeover, saying the investment bank “failed to discharge fully its responsibilities”. FT Alphaville has more background on the very British scandal, and on a certain banker who has had to fall on his sword.
Ken Clarke, shadow business secretary, vowed to defend Britain’s liberal takeover regime on Tuesday as he set out Conservative plans for a laissez faire approach to business based on low taxes, deregulation and less state support. In an interview with the FT, Mr Clarke dismissed as “populist nonsense” Labour plans to impede hostile takeovers and deter hedge fund predators.
Rules governing takeovers of British companies could be toughened following the launch of a consultation by the Takeover Panel on the code governing M&A deals. The move follows Kraft’s contentious £11.6bn takeover of Cadbury, which prompted calls from UK business secretary Lord Mandelson and top business figures for a re-examination of the rules. In inviting comment on amending the code, the Takeover Panel said the complexity of the consultation process meant it could take more than a year.
It is 40 minutes since trading on the London Stock Exchange got under way on Monday morning — and still no statement from either International Power or GDF-Suez on the Sunday Times bid report, reproduced in part below.
FRANCE’s state-controlled power giant GDF Suez has made a takeover approach to International Power, the £5 billion energy group.
The UK’s Takeover Panel is examining comments by Cadbury’s chief executive to investors on Wednesday that referred to potential takeover valuations. The panel is concerned that Todd Stitzer’s comments have created uncertainty among investors. Cadbury, which last week rejected a $16.4bn indicative offer by Kraft, has not released a transcript of the comments but a report of the investor meeting was distributed on Wednesday by Bank of America-Merrill Lynch.
Earlier on Wednesday, FT Alphaville noted an intriguing series of Reuters headlines, which suggested Cadbury chief executive Todd Stitzer may have revealed more than he intended regarding Kraft’s approach to the British confectioner.
Some clarification from the guy who caused all the fuss: Simon Archer, the US consumer specialist sales guy at Merrill Lynch. Read more
This one’s for Code aficionados – those who delight in the intricacies in the workings of Britain’s Panel on Takeover & Merger.
In the battle for control of Taylor Nelson Sofres, which saw Martin Sorrell’s WPP go hostile with a £1.08bn offer on Wednesday, there’s been an on-going row about who is entitled to what in terms of detailed information on TNS. Read more
The Takeover Panel has taken the highly unusual step of giving Pension Corporation the option to withdraw from its agreed £400m bid for Telent, after the Pensions Regulator replaced the trustees to the target’s pension scheme with three of its own choice, who cannot be removed for six months. The replacement of trustees could be an obstacle to restructuring the pension scheme – which includes £500m in an escrow account – in a way that allows Pension Corporation to benefit. Even if Pension Corporation receives acceptances from the requisite 90 per cent of shareholders by next week, it can still withdraw the offer if it fails to reach an understanding with the regulator and the new trustees to the scheme.
The Takeover Panel is seeking to stave off a possible sharp drop in income if competitors to the LSE divert share trading to new platforms that will be available following the introduction of Mifid. The panel raised £5.8m last year from a £1 levy that the LSE requires brokers to collect from counterparties to trades in UK stocks of £10,000 or more. In an unorthodox move, the LSE is to modify its rules so that the levy applies not only to activity on the exchange, but to “activity on the LSE or another platform”, meaning that brokers will be required to collect the charge from their clients even when those clients do not use the LSE for the trade in question.