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21 July 2008
The Takeovers Panel is seeking expressions of interest from firms that wish to be considered for appointment as in independent expert in relation to a possible takeover offer that may be made for Contact Energy Limited by or on behalf of BG Group Plc. Any such takeover would follow on from the acquisition by BG Group of Origin Energy Limited, a company listed on the ASX, if successful.
Origin controls approximately 51.36% of the voting rights in Contact Energy Limited. BG Group would become the "upstream" controller of those voting rights if it acquires control of Origin and if at that time Origin continued to hold the Contact shares.
With some limited exceptions, the Takeovers Code requires a person acquiring "upstream" control of more than 20% of the voting rights in a code company to have either completed a full takeover offer for all of the shares in that company or to have had the company's shareholders vote to approve the "upstream" acquisition before achieving that control.
However, in this case the Takeovers Panel has granted BG Group an exemption from those requirements. The exemption allows BG Group to obtain control of Origin while Origin is still the holder of the parcel of Contact shares. The exemption is subject to several important conditions.
One condition is that if BG Group's acquisition of control of Origin becomes unconditional (and if at that time Origin still holds the Contact shares), BG Group (or a subsidiary of BG Group) must within 30 days make a follow-on offer, in compliance with the Code, for all the voting securities of Contact not already held or controlled by BG Group.
A second condition requires that the consideration paid in any follow-on offer must be not less than the sum certified by an independent expert approved by the Panel as the value attributed to each Contact voting security by BG Group in its takeover of Origin.
The Panel is now seeking expressions of interest from firms that wish to be considered for appointment as that independent expert.
This process does not indicate that BG Group will necessarily be making a follow-on offer for Contact. However, if necessary, the independent expert must be able to commence work on its certification within two weeks of appointment.
More detailed terms of reference for the assignment will be made available to a short-list of prospective experts.
The costs of the expert determination will be paid by BG Group.
A firm wishing to be considered for appointment as the independent expert should provide the following information to the Panel:
the qualifications, expertise and relevant experience of the firm
the names of the individuals who would prepare the certification and copies of their current curricula vitae
confirmation that the firm has the capacity to undertake the assignment
a statement that the firm has no conflict of interest that could affect its ability to provide an unbiased certification
disclosure of all past and present relationships with BG Group, Origin, Contact or the directors or major security holders of those companies
confirmation that the firm has sufficient professional liability insurance for the purposes of appointment as independent expert.
Expressions of interest must be received by 3.00 p.m. on Friday 25 July 2008. Expressions of interest may be sent to the Takeovers Panel, by post, fax or email for the attention of Kerry Morrell, Chief Executive Officer, Takeovers Panel at firstname.lastname@example.org The Panel intends to make an appointment as soon as possible.