9 March 2010

Takeovers Panel to Meet Over Horizon Takeover

The Takeovers Panel received and considered a formal request from Marlborough Lines Limited (Marlborough) to convene a meeting under section 32 of the Takeovers Act to inquire into a large number of allegations made by Marlborough against various parties involved in the unsuccessful partial takeover offer made by Marlborough for Horizon Energy Distribution Limited (Horizon) in September 2009.

The Panel considers that there may have been contraventions of the Code in respect of two of the allegations made by Marlborough relating to rule 64 of the Takeovers Code (rule 64 prohibits misleading or deceptive conduct in relation to transactions regulated by the Code):

  • Horizon and/or the directors of Horizon may not have acted in compliance with rule 64 of the Code by issuing a revised profit outlook on 28 September 2009, if they had no reasonable basis for issuing that revised outlook; and
  • The directors of Horizon may not have acted in compliance with rule 64 of the Code by stating in the target company statement issued in response to Marlborough's offer that the valuation range of $3.96 to $4.68 per share did not reflect the full value of Horizon, if they had no reasonable basis for making that statement.

The Panel will hold a meeting for the purposes of determining whether to exercise its powers under section 32 of the Takeovers Act 1993 in respect of those two allegations. The meeting will be held at the offices of the Panel, Solnet House, Wellington, on Friday 12 March 2010 and will be resumed on Tuesday 16 March 2010 at The Conference Centre, St Johns House, 114 The Terrace, Wellington. The meeting will be a private meeting.

Further details are available on the Panel's website atĀ www.takeovers.govt.nz