News Release 6 September 2002
GPG Forests / Rubicon – offer would not comply with Code
The Takeovers Panel met yesterday to consider two issues related to GPG Forests Limited’s (GPG Forests) proposed partial
offer for Rubicon Limited’s (Rubicon) shares described in the takeover notice sent to Rubicon Limited on 28 August 2002.
First issue
The first issue was whether GPG Forests’ offer would comply with the Takeovers Code.
The Panel determined that it was not satisfied that the partial takeover offer for Rubicon of which notice was given by
28 August 2002 would comply with the Code.
The Panel considers that the Code does not permit partial offers to be made in the alternative. A partial takeover offer
must be for one specified percentage that would take the offeror above 50% of the total voting rights of the target
company, or for one specified percentage that is in the range of 20 – 50%, but then only subject to shareholder
approval.
The Panel made an order restraining GPG Forests from acquiring securities in Rubicon through the making of a partial
offer substantially in the same form contained in the takeover notice dated 28 August 2002. The order will expire at 5pm
on Friday 27 September 2002.
Second issue
The second issue was whether, as a consequence of the Court order obtained by Guinness Peat Group Plc prohibiting Perry
Corporation from disposing or agreeing to dispose of its shares in Rubicon, the partial takeover offer in the notice
given by GPG Forests on 28 August 2002 would comply with the Code.
The Panel determined that it was satisfied that the Court injunction preventing Perry Corporation from disposing or
agreeing to dispose of its shares in Rubicon would not render an otherwise Code-compliant offer to the shareholders of
Rubicon in breach of the Code.
The Panel’s determinations and restraining order are published in full on www.takeovers.govt.nz.
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