BZW cleared of bid charges
Takeover Panel says adviser did not take inducements to buy Northern Electric shares
Sunday 22 December 1996
The Panel has accepted that payments made to BZW in connection with its performance as adviser was entirely unconnected with the purchases of Northern shares in the latter part of the bid
In the early hours of yesterday morning the Panel took the unusual step of extending CalEnergy's offer from its official Friday close to Christmas Eve.
This followed an investigation into the purchase of Northern shares by BZW a move which helped the regional electricity escape CalEnergy's clutches when the shares were counted at lunchtime on Friday.
That count showed that CalEnergy owned or had acceptances for 49.77% of Northern's equity leaving it just 300,000 shares short of victory.
The Panel then threw the outcome of the bid into chaos when it launched an investigation into BZW's share buying based on "new information" it had received. That new information was provided by BZW and related to the payment of pounds 250,000 of fees by Northern in relation to the work BZW had carried out during its last defence of the electricity company which had been withheld.
After BZW had been given initial clearance by the Panel for its purchases of Northern shares on 18 December the Panel asked for confirmation that there would be no change to the flat fee structure.
This was the first time that BZW had come across any mention of fee structure. When it returned to the Panel to clarify the fee arrangements and point out that there was a performance related element which was unconnected with its market activities the Panel regarded this as new information.
It is understood that the Panel found nothing irregular in the fee arrangements and concluded that there was no breach of the Takeover Code. It is also understood to have concluded that the new information would not have altered the Panel's endorsement of BZW's purchase of Northern shares last week.
A BZW spokesman said: "There was no breach of the code, there were no irregularities."
However, even though the Panel thought the new information had no bearing on the conduct of the bid it still extended the bid deadline paving the way for CalEnergy to amass the additional votes to secure victory.
One market source said: "One of the problems for the Panel appears to be that with the voting so close it was in a position where its ruling on what had already happened could affect the outcome of the bid."
With such a small number of acceptances required it is expected CalEnergy will be able to declare victory when the bid finally closes at 1pm on Tuesday.
In any bid there are always a few shares which are held up in the post a problem which could be compounded by the weight of the Christmas mail.
CalEnergy will also be allowed to secure new acceptances although Northern's advisers have been barred from any further market activity.
All acceptances received after the original Friday deadline will have to be approved by the Panel before they can be counted in the final tally.
Neither CalEnergy nor Northern would comment on the ruling yesterday. The Panel was also unavailable for comment.
Northern and its advisers must now consider whether they will appeal against the ruling which could ultimately lead to the original wishes of shareholders being overturned.
The acrimonious and controversial end to the bid was in stark contrast to the well mannered conduct of the hostile bid. Both sides have resisted the temptation to sling mud during a battle which has centred always on the real value of Northern.
The two sides had failed to reach an agreed deal because Northern's board always insisted that the offer would need to at least 700p.
CalEnergy's original 630p offer was later raised to 650p. Some institutional investors took the unusual stand of making public their opposition to a bid at that level saying it still did not reflect the company's true value.
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