Panel Declines Application in Relation to Brickworks Ltd

Release number


The Takeovers Panel advises that it has today resolved not to make a declaration of unacceptable circumstances in relation to the affairs of Brickworks Ltd and in relation to the affairs of Washington H Soul Pattinson & Company Ltd (Soul Pattinson). This follows an application by GPG (No 4) Pty Ltd on 4 August 2000, for such a declaration.

The evidence that the Panel considered included submissions from three directors of Soul Pattinson clarifying their statement of 25 May, 2000, concerning the advice by KPMG Corporate Finance (Aust) Pty/Ltd (KPMG) which they commissioned to assist the company in making the decision to reject the GPG offer. The directors said that:

  • In reaching its conclusion, KPMG evaluated the offer from the standpoint of Soul Pattinson, against Soul Pattinson's investment objectives and criteria;

  • Soul Pattinson did not intend to convey an impression that the KPMG advice was an assessment of the value of the GPG offer from the investment perspective of any person other than Soul Pattinson;

  • Soul Pattinson did not intend to convey an impression that KPMG had been asked to give a valuation of Brickworks shares, or GPG's offer;

  • KPMG was provided with no non-public information about Brickworks.

In light of these clarifications and after considering all of the matters put before it, the Panel decided not to make a declaration of unacceptable circumstances. Soul Pattinson declined the Panel's invitation to issue its own statement setting out these clarifications.

The sitting Panel for this application comprised Mr Les Taylor, General Counsel for the Commonwealth Bank of Australia (sitting President), Ms Marian Micalizzi (deputy President) and Ms Louise McBride, a partner in Deloitte Touche Tohmatsu.

Nigel Morris
Director, Corporations and Securities Panel
Level 47 Nauru House
80 Collins Street
Melbourne, VIC 3000
(03) 9655 3501