Yes the Takeovers Panel application is excellent news. The TOP is practical and commercial, with hearings conducted by strong finance /law professionals, relatively quick and it certainly does have teeth.
Manipur et al endorse our complaints on the misleading and confusing nature of the email from the bidder, but they make a further important complaint- that the bidder did not write to them. That is amazing, and tends to support the notion that the statements in the email were intentionally misleading and directed at smaller, less well informed PGH shareholders. As I said before, IF this further point is true the email also reflects badly on Ashurst for not restraining their client (although to be fair Ashurst may not have been aware that the bidder did not write to some holders).
The bidder might try to argue in its defence (if the TOP does conduct proceedings) that it doesn’t have email addresses for some holders. I don’t know how much credence the TOP would give to that, but one can safely assume that the bidder does have contact details for (at least) the 4 Manipur applicants. I wonder how many other fairly large holders did NOT get the email. I imagine that the share register would show email addresses (if held) along with postal addresses, for each shareholder, so it would be straightforward for the TOP to test (by demanding the register) who did not receive emails when they should have done. It’s interesting that Manipur et al don’t ask the TOP to investigate how many holders (other than the 4 applicants) did NOT get the email. However, from a legal analysis it may not matter: it’s likely to be enough to show that 3 or 4 holders did not, especially as they were large holders, and hence that those omissions can’t be a coincidence.
The above question would be more likely to be pertinent to an ASIC investigation, to measure the extent of the intended confusion. What matters most here, for the TOP, is that Manipur et al are seeking very practical and sensible orders to rectify the situation, rather than to punish the bidder.
Given the timing of this application, only a week before the scheduled closing time of 7.00 pm on 22 March, I think it’s very likely that the bidder will extend again.
