Minister signs new Regulations relating to Takeovers Takeover Panel Annual Report 2000 Published

Mr Noel Treacy, T.D., Minister for Science, Technology and Commerce, today (Thursday 15th March 2001) announced the signing of new regulations extending the scope of the Irish Takeover Panel Act, 1997. The new Regulations will mean that certain additional classes of Irish-registered public limited companies will become subject to the remit of the Irish Takeover Panel. The Regulations will come into effect on 26th March, 2001.

Minister Treacy commented, "Increasingly, Irish-registered public limited companies are seeking development funding in foreign capital markets. It is appropriate that the remit of the Irish Takeover Panel should reflect this development and, at the Panel’s request and following consultations with relevant parties, I have agreed to extend its jurisdiction to such companies, in order to secure the protection of the interests of their shareholders in any takeover and similar situations which may arise in the future."

The Irish Takeover Panel Act, 1997 provides for the designation of a Takeover Panel to monitor and supervise takeovers and certain other related activity, with a view to ensuring fair and equal treatment of all shareholders in such situations and to provide support and creditability for the Irish Financial Markets.

The Panel has extensive powers under the Act to make rulings and give directions, to hold hearings, to summon witnesses and to require production of documents and other information, where these are appropriate in the discharge of its statutory functions.

Up to now, the Panel’s jurisdiction extended only to Irish registered corporate bodies whose securities are authorised to be traded on the Irish Stock Exchange. The new Regulations extend that remit essentially to public limited companies incorporated within the State whose securities are authorised to be traded on the London and New York Stock Exchanges, Nasdaq, EASDAQ and the Neuer Markt.

Minister Treacy also announced that the third Annual Report of the Irish Takeover Panel Ltd. for the year to 30 June, 2000 has been laid before the Houses of the Oireachtas.

As at 30 June, 2000, 77 (80 in the year to June 1999) companies came within the remit of the Panel.

Welcoming the Report, Minister Treacy indicated that, "the Panel had clearly undertaken valuable work in its third year of supervising takeovers and other similar transactions in the Irish financial markets. I thank them sincerely for their excellent work and vigilance in this very important area".

New Regulations The new Regulations will mean that Irish registered companies whose securities are traded outside Dublin come within the remit of the Takeover Panel regime. Conduit plc (quoted on the Neuer Markt), Hibernia Foods plc and SmartForce plc (both quoted on the Nasdaq) are amongst those companies now subject to the new Regulations.

Principal highlights of the Irish Takeover Panel Annual Report 2000 The Panel supervised eight takeovers:

• Clondalkin Group plc;
• Petroceltic plc;
• Gaelic Resources plc;
• Esat Telecom plc;
• Esat Telecom plc;
• IFG Group plc;
• Ardagh plc;
• Navan Resources plc.

In the course of supervising the above transactions, the Panel exercised certain of its powers as follows: 1. Rulings: The Panel issued eleven rulings during the year, of which six related to the offers for Esat Telecom Group plc and three related to the takeover of Clondalkin Group plc. The remaining two rulings related to the aborted merger of First Active plc and Anglo Irish Bank Corporation plc and to the acquisition of statutory control by the directors of IFG Group plc.

2. Waivers: Six waivers were granted, two of which were waivers of obligation to make mandatory bids to the directors of IFG Group plc, and to Mercury Asset Management Limited, in connection with its shareholding in Ardagh plc. Two of the waivers related to the waiving of obligations to make mandatory bids, one of which was in relation to Navan Resources plc, having regard to the preservation of all shareholders’ relative interests and rights, under the terms of the reconstruction.

3. Enquiries: Four enquiries were initiated by the Panel, under section 9(5) of the Act to procure information required by the Panel, in the exercise of its functions.