Takeover Panel throws out GUS appeal
Thursday 04 February 1999
The panel ruled that GUS had no right to appeal against an earlier decision by the panel's executive, which said that the Argos board and its advisers had not breached the code on takeovers during the bid and had not made statements that were misleading.
The panel said GUS had missed the one-month deadline for such appeals and that it should have been told as much by advisers. "The right of appeal must have been well known to GUS (and certainly to its advisers) at the time and yet they did not appeal," the panel said.
It is understood that GUS's chairman, Lord Wolfson, will not now carry out his threat to take legal action against the former Argos directors and the company's advisers, Schroders. It is also considered unlikely he will take his case to the Department of Trade and Industry and House of Lords, as he had previously suggested.
However, GUS was unbowed yesterday, saying it still had several appeals outstanding with the panel over the Argos deal. Lord Wolfson said: "We believe that statements made by Argos during the course of the bid did not conform to these [the panel's] rules. To be ruled out of time, with the result that such substantive issues will not be reviewed by the panel, seems to us to be unreasonable."
The ruling comes a year to the day after GUS launched its hostile bid for Argos. After it won with its raised pounds 1.9bn offer, Lord Wolfson, complained to the panel that Argos's then directors and advisers had breached the rules with certain claims in the bid process.
The complaints centred on claims made regarding the performance of the Argos stores in Holland and plans for a home delivery operation.
The former Argos directors, including chief executive Stuart Rose, and Schroders, its advisers, denied any breach and this view was upheld by the panel's executive.
GUS went on the offensive yesterday by disclosing Schroders' pounds 5.7m fixed fee for the Argos defence, with an additional 2.5 per cent of any value offered over 625p a share. It further questioned whether it was right that an additional pounds 1.5bn would be payable in the event of a successful defence against a hostile bid.
The panel said it would look at such "success fees" as well as the time period for complaints.
GUS's aggressive actions have surprised many in the City, who saw them as vindictive.
Some have seen them as an attempt to find another party to blame after paying pounds 1.9bn for a retail group at the peak of the market just ahead of a fall in consumer spending.
Lord Wolfson has said he was acting on a "point of principle" and that he was seeking "a red card" for the Argos team and for the panel's rules to be tightened up.
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