Transactions

In December 2020, the Takeovers Panel held a two-day meeting under section 32 of the Takeovers Act 1993 (the Act) to inquire into potential non-compliance with the Takeovers Code (the Code) by New Image Trustee Limited^[1] (NTL) and New Image Group Limited^[2] (NEW) during the 2013 takeover of NEW by NTL (the Offer). 

On 15 February 2021, the Panel issued its determination and statement of reasons.

The Panel determined that:

(a) it was not satisfied that NTL complied with the Code by making a selective offer, to certain NEW shareholders, of shares in NTL instead of cash;

(b) it was not satisfied that NTL complied with the Code by offering different terms and/or providing different consideration to an individual NEW shareholder by not paying the shareholder on the same date as other shareholders, and by paying the shareholder in instalments, and in a different amount to other shareholders;

(c) it was not satisfied that NTL complied with the Code by not providing required disclosures in respect of certain persons who were acting jointly or in concert with NTL at the time of the Offer; and

(d) it was not satisfied that NEW complied with the Code by not providing required disclosures in respect of certain persons who were associated with a director of NEW at the time of the Offer.

The Panel’s decision does not address the alleged breach of the undertaking given by NTL and is restricted to considering non-compliance with the Code.^[3]

Footnotes:

^[1] Now named New Image Group Limited.

^[2] Now named New Image Holdings Limited.

^[3] This is because the Panel does not have jurisdiction to determine whether an undertaking has been breached. Any determination as to whether an undertaking has been breached falls under the Court’s jurisdiction.