Panel Declines Application in Relation to Brickworks

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The Takeovers Panel today resolved not to make a declaration of unacceptable circumstances or remedial orders in relation to the bid by GPG (No. 4) Pty Ltd (GPG ) for Brickworks Limited (Brickworks ), on the application of Brickworks.

The members of the sitting Panel are Les Taylor (sitting President), Marian Micalizzi (deputy President) and Louise McBride.

Under the bid GPG offered a combination of cash and shares in Washington H Soul Pattinson & Company Limited (Soul Pattinson ), with which Brickworks has extensive cross-shareholdings. GPG proposed to purchase the necessary Soul Pattinson shares from Brickworks at the close of the bid.

The Panel's decision reflects the fact that GPG's bid failed, for reasons unrelated to the issues raised by the application, and the lateness of the application.

Several issues of concern were, however, raised by the Panel's consideration of the application, including GPG's failure to:

  1. offer to provide offerees with copies of releases by Soul Pattinson to the market since the issue of its annual report, including the half-yearly report at 31 December 1999, as well as the annual report for 1998-1999;
  2. discuss the effect on Soul Pattinson of disposing of its holding in Brickworks;
  3. discuss the overall tax implications of the bid, so as to enable offerees to obtain meaningful advice about its effect on them;
  4. disclose the source of funding to purchase the Soul Pattinson shares it offered as part of the consideration; and
  5. procure a meeting of Guinness Peat Group plc to be convened to approve the bid.

If the bid is renewed, without these matters being attended to, the Panel would be minded to order GPG to attend to them.

Similarly, if the bid were to be renewed, the Panel would expect Brickworks' target's statement to contain sufficient information to enable shareholders to be in a reasonable position to make an informed decision.

Reasons for the decision will be published shortly.


George Durbridge
Corporations and Securities Panel
Level 47 Nauru House
80 Collins Street, Melbourne Victoria 3000
(03) 9655 3553