Takeovers Panel Makes New Restraining Order
Lion Nathan Enterprises Limited
The Takeovers Panel has made a further order restraining Lion Nathan Enterprises Limited from acquiring securities or
any interest in or rights relating to securities in Montana Group (NZ) Limited unless in compliance with the Takeovers
The restraining order is for 21 days from yesterday. It follows an initial order restraining Lion Nathan Enterprises
Limited made by the Panel on Wednesday 11 July.
The Panel met in Auckland yesterday to consider whether Lion Nathan Enterprises Limited was intending to act other than
in compliance with the Takeovers Code in view of the combined effect of its takeover notice and the public statements in
respect of its offer for shares in Montana Group (NZ) Limited. The Takeovers Panel heard from representatives of Lion
Nathan Enterprises Limited and Allied Domecq Plc.
Lion Nathan Enterprise Limited’s takeover notice dated 1 July 2001 stated its intention to make a partial takeover offer
under the Takeovers Code for 11% of the ordinary shares in Montana Group (NZ) Limited at a price of $5.50 per share. The
takeover notice also stated that should the offer become unconditional, Lion Nathan Enterprises Limited (or another
member of the Lion Nathan Group of companies) intends to make an offer for all outstanding shares at $3.70 per share.
Lion Nathan Enterprises Limited subsequently made public statements that “Shareholders will … have the opportunity to
divest any remaining shares in the subsequent offer. If all shareholders, except Allied Domecq plc, accept both offers
for all their shares, accepting shareholders will receive an average of no less than $4.38 per share … Lion Nathan is
committed to acquiring 100% of [Montana] …”.
The combined effect of numerous statements on behalf of Lion was that shareholders were encouraged to evaluate both
offers together. The Panel considered that this constituted an offer at different prices which would not comply with
Rule 20 of the Code.
The Panel determined that it is not satisfied that Lion Nathan Enterprises Limited’s intended conduct would comply with
the Takeovers Code and made the subsequent restraining order.
A copy of the decision of the Panel will be available from the Secretary of the Panel at the above address on Tuesday.