Panel raps Barings on takeover rules

The executive of the Takeover Panel yesterday delivered a public rap over the knuckles to ING Barings after shares in Applied Distribution, a client of the merchant bank, soared prior to it revealing bid approaches last month.

A statement from the Panel said Barings, rescued from collapse by the Dutch group ING almost two years ago, had breached rule 2.2 of the Takeover Code by not keeping the City watchdog informed of the approaches.

Alistair Defriez, the director-general, said: "It is a public statement of criticism because the code has been breached and in particular Barings failed to consult the executive as they were required to do."

The Panel had the choice of keeping the censure of the bank behind closed doors. It was a measure of the seriousness with which it viewed the issue that the reprimand was made public, Mr Defriez suggested.

Applied, which is involved in contract food distribution from companies ranging from J Sainsbury to Nestle, saw its shares plunge in November after it issued its second profits warning in three months. The price slumped 25.5p to 37p on the day it announced it would be passing its final dividend as a result of a downturn in second-half trading, which would mean it would only break even for the period.

Yesterday, the Panel revealed that the company had received certain bid approaches as early as the beginning of December. By that stage, the shares had slipped to 30.5p and continued to slide, hitting a low of 21.5p by 18 December, at which price there was a significant volume of dealings, the Panel said.

The shares then started to rise sharply, reaching 40p by the end of the month, hitting 46.5p on 30 January, just before bid approaches were revealed, and rising 30 per cent to 62p on the day. The Panel said it was "naturally concerned that these price increases may have resulted from a leak in relation to the approaches received... although there was no speculation about this in the media".

The executive said it was only informed shortly before the company's announcement. Under the code, it should be kept informed if there is a movement of 10 per cent or more.

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