Takeovers Panel Changes Position on Oyster Bay

 

18 November 2005

The Takeovers Panel has today advised the Court that it has changed its view on remedies to resolve the takeover offer for Oyster Bay Marlborough Vineyards by Delegat's Wine Estate Limited.

The Panel has decided that the remedies it had earlier sought from the Court are no longer appropriate.

The Panel changed its view after considering updated valuation information about Oyster Bay's vineyards that was omitted from the target company statement. In the Panel's view this was a fundamental omission.

The Panel believes that the most appropriate remedy is for the Delegat's offer to be cancelled and for the takeover contest to start again.

It is anticipated that these issues will be resolved by the Court as a result of a further hearing on 28 November next.

In coming to this view the Panel has been mindful of an irrevocable undertaking given by Mr Yealands to make a further offer for Oyster Bay at $4.50 per share.

Earlier, the Panel held a meeting under section 32 of the Takeovers Act at which it determined that Oyster Bay had contravened the Code because of the omission of certain information from a target company statement issued on 19 July 2005. That information related to the market value of Oyster Bay's vineyard properties on encumbered and unencumbered bases.

The Panel had decided that the most appropriate remedy for the contravention by Oyster Bay would be for shareholders who had accepted Delegat's offer to be given the opportunity to revoke their acceptances after they had had time to consider a correcting statement issued by the independent directors of Oyster Bay and approved by the Panel.

However, the cumulative effect of the errors in the target company statement, some of which are fundamental, are such that in the Panel's view this remedy would no longer be appropriate.