A spokesman for the panel said there was no evidence of a breach of the Takeover Code. Samuel Montagu, merchant bank advisers to Owners, had been informed of the panel's inquiry.
Institutional shareholders, who have seen their shares drop from a high of 152p during the bid to a close of 72.5p yesterday, made it plain they would oppose large pay-offs to the outgoing directors of Owners. The resignations of Howard Klein, chairman and chief executive, and Roger Allard, group managing director, were the result of institutional dissatisfaction.
Mr Klein earned pounds 364,000 last year and Mr Allard pounds 418,000. Both have three-year rolling contracts.
Richard Smith of Henderson Financial Management, which owns 3.8 per cent of Owners' ordinary shares, said it would be incorrect to give the full contract compensation. Another large institutional shareholder said he thought institutions would be against any pay-off to either man.
The non-executive directors of Owners - Christopher Rodrigues, chief executive of Thomas Cook, and Sir Terence Higgins - are negotiating the compensation packages. Mr Rodrigues said: 'We will act to defend the interests of shareholders.' He added he was sad to see Mr Klein and Mr Allard go.
On Thursday, Owners warned pre- tax profits this year would be nearer pounds 15m than the pounds 30m the market was expecting. Mr Rodrigues said Owners misjudged the market and got its product mix and pricing wrong. Thomas Cook's summer sales are 30 per cent ahead.
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