BZW set to appeal against bid ruling by Panel

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The Independent Online
BZW, the investment banking arm of Barclays Bank, is considering appealing against a secret provisional ruling made by the Takeover Panel, the City body which polices bids, over its controversial role in last year's hostile battle for control of Northern Electric.

The Panel's 12-strong governing executive is thought to have reached preliminary conclusions about BZW's role as broker to Northern during its unsuccessful defence of the pounds 782m bid from US power generator CalEnergy. It is thought the Panel executive, which is made up mainly of City professionals on secondment from merchant banks and accountants, is proposing to criticise aspects of BZW's conduct during the bid.

The investigation centres on a pounds 250,000 "performance fee" which Northern agreed to pay BZW for services during the bid defence. However, the brokers failed to disclose the fee to the Panel when it bought a 2.3 per cent stake in Northern to bolster its defence. BZW has always vehemently denied that the share-buying, which almost swung the bid outcome, was in any way linked to the performance fee. Complaints about the Northern defence led the Panel to extend the bid deadline, allowing Cal-Energy to emerge victorious by the narrowest of margins.

The Panel has already publicly rebuked BZW for not disclosing the fee, but could hypothetically take further sanctions against the bank, including ultimately referring the affair to the City watchdog, the Securities and Futures Authority. All the main participants in the Northern bid have been questioned, including Simon de Zoete, deputy chairman of Corporate Broking.

However, sources suggested the investigation had been delayed by continuing discussions between BZW and the Panel over the anticipated outcome. The Panel normally "agrees" its findings with those affected before making them public. This was the course taken by the public relations advisers Citigate in their rebuke from the Panel after they leaked confidential information to the press at the height of the Triplex Lloyd hostile bid for rival engineering group William Cook.

In exceptional cases companies can "appeal" against these preliminary rulings to a hearing of the Panel itself. This involves a separate committee, usually of 10 or more City professionals.

A BZW spokesman last night declined to comment. "We never discuss speculation," he said. However, the organisation is thought to be debating whether to mount an appeal.