Exchange plans Amec leak inquiry
PR firm sacked as Takeover Panel rules on price-sensitive information
Wednesday 13 December 1995
A director of the PR company is alleged to have given information relating to next year's profits to an analyst unconnected with the pounds 350m bid from the Norwegian construction group Kvaerner. The panel's executive ruled that Financial Dynamics "failed to take sufficient care in its discussions with analysts which resulted in serious breaches of the [Takeover] Code and is criticised accordingly."
Following the ruling, Amec last night sacked Financial Dynamics and replaced them with rivals Dewe Rogerson. A spokesman for FD said it had assured the panel that it fully understood its obligations under takeover rules.
The prospects of a profits recovery next year are a central plank in Amec's attempts to fend off the Kvaerner bid, but no figures have officially been revealed. The panel became concerned following apparently well-informed press speculation about the level of 1996 profits. Its investigations, based on suspicion that the basis for the reports might have been information from the Amec side of the bid, forced the company to make a statement on Monday.
That announcement, made after discussions between NatWest Markets Corporate Finance, Amec's merchant bank advisers, and the panel executive, disassociated the Amec board and all its advisers from any such alleged leaks.
The panel says its executive "requested and received specific written confirmation from Amec and its public relations advisers, Financial Dynamics, that no such information had been made available or implied by any statements made to third parties."
NatWest Markets also confirmed that the company and all its advisers had been briefed on the requirements of the Takeover Code, which forbids passing on important information without making it available to all investors.
But the panel says further investigation shows that there had been discussions between Financial Dynamics and third parties. In a conversation which took place on Friday 1 December between a director of the PR firm and an unnamed member of a securities firm, certain comments were made relating to the level of Amec profits for 1996.
The panel says that this information "would have constituted material new information which was not public and was not capable of being made public without being prepared and reported on in accordance with the strict requirements set out in the Code."
It added: "The conversations referred to above also included references to unpublished matters relevant to the defence strategy and to the contents of the defence circular, which was not due to be issued for several days.
"It was also suggested that further information regarding the defence strategy might appear in newspapers that weekend, ahead of publication in the defence document."
The Financial Dynamics director involved is believed to be the chairman, Tony Knox, but the firm refused to comment on the identity of the director.
The Stock Exchange, which initiates insider dealing investigations, said it could neither confirm nor deny that it was involved in this particular case.
Kvaerner yesterday increased its stake in Amec by a further 2.4 per cent, taking it to 22.6 per cent.
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