First Annual Report of the Irish Takeover Panel Ltd Published

Mr. Noel Treacy, T.D., Minister for Science, Technology and Commerce, announced today (Thursday, 12th November 1998) that the first Annual Report of the Irish Takeover Panel Ltd. for the period 29 April, 1997 to 30 June, 1998 was laid before the Houses of the Oireachtas pursuant to Section 19 of the Irish Takeover Panel Act, 1997.

(i) at 30 June, 1998, 78 companies came within the remit of the Panel; (ii) the Panel supervised five takeovers during the July, 1997/June, 1998 period, viz:

• Woodchester Investments plc - Offer by General Electric Capital Corporation;
• New Ireland Holdings plc - Offer by the Governor and Company of the Bank of Ireland;
• Dana Petroleum plc - Transfer, without change of beneficial interests, to a new UK company of the same name;
• Lyons Irish Holdings plc - Offer by Unilever Ireland plc;
• Fitzwilton plc - Offer by Stoneworth Investment Limited;

(iii) In the course of supervising the above transactions, the Panel exercised certain of its powers under the Act as follows:

• One ruling was made to the effect that certain persons were acting in concert, and two rulings were made that certain persons were not acting in concert. In the former case, the Panel did not require the making of a mandatory takeover bid following approval of the shareholders to the arrangements in a general meeting.
• Two waivers were granted in relation to possible mandatory offer obligations, in respect of Dana Petroleum plc and Dunloe House plc., after the Panel was satisfied that the waivers did not breach the Principles applicable to the Conduct of Takeovers, etc. which are outlined in the Schedule to the 1997 Act.
• Thirteen derogations were granted from the requirements of the Rules, after the Panel was satisfied that the derogations did not breach the Takeover Principles in the Schedule to the Act.
• One enquiry was initiated by the Panel to procure information not otherwise available to the Panel as provided for under section 9(5) of the Act.

Welcoming the Report, the Minister indicated that the Panel had clearly undertaken valuable work in its first year of supervising takeovers and other similar transactions in the Irish financial markets.