Panel Reasons in Relation to Brickworks No.2

CSP00/036

The Takeovers Panel today published its reasons for not making a declaration of unacceptable circumstances or remedial orders in relation to the bid by GPG (No. 4) Pty Ltd for Brickworks Limited. Brickworks applied to the Panel on 5 September, 2000. The Panel released its decision on 28 September, 2000.

The members of the sitting Panel were 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, 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.

The Panel had several issues of concern over the application, including GPG's failure to:

  1. offer copies of various documents released by Soul Pattinson to the market since the issue of its annual report;
  2. discuss the effect on Soul Pattinson of disposing of its holding in Brickworks;
  3. discuss the overall tax implications of the bid, to allow offerees to take tax advice;
  4. disclose the source of funding to purchase the Soul Pattinson shares; and
  5. procure a meeting of Guinness Peat Group plc to approve the bid.

The Panel repeated its view that if GPG's bid is renewed:

  • the Panel would be minded to order GPG to attend to these matters, if GPG hadn't already done so
  • 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 on the Panel's website shortly. In the interim, they are available from the Panel's Executive.

Contact: Nigel Morris
Director
Corporations and Securities Panel
Level 47 Nauru House
80 Collins Street, Melbourne Victoria 3000
(03) 9655 3501
nigel.morris@takeovers.gov.au

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