Panel Reasons in relation to Brickworks Ltd (No. 1) [06/10/2000] The Takeovers Panel

Friday, 6 October 2000

PANEL Reasons in relation to Brickworks Ltd (No. 1)

The Takeovers Panel today released its reasons for its decision of 24 August 2000 not to make a declaration of unacceptable circumstances in relation to the affairs of Brickworks Ltd and in relation to the affairs of Washington H Soul Pattinson & Company Ltd (Soul Pattinson). The decision was in response to an application by GPG (No 4) Pty Ltd on 4 August 2000, for such a declaration.

The evidence that the Panel considered included submissions from three directors of Soul Pattinson clarifying their statement of 25 May, 2000, concerning the advice by KPMG Corporate Finance (Aust) Pty/Ltd (KPMG) which they commissioned to assist the company in making a decision to reject the GPG offer. The directors said that:

  • In reaching its conclusion, KPMG evaluated the offer from the standpoint of Soul Pattinson, against Soul Pattinson's investment objectives and criteria;
  • Soul Pattinson did not intend to convey an impression that the KPMG advice was an assessment of the value of the GPG offer from the investment perspective of any person other than Soul Pattinson;
  • Soul Pattinson did not intend to convey an impression that KPMG had been asked to give a valuation of Brickworks shares, or GPG's offer;
  • KPMG was provided with no non-public information about Brickworks.

The Panel decided not to make a declaration of unacceptable circumstances, but decided that some clarification of Soul Pattinson's statement was needed. The Panel invited Soul Pattinson to issue its own statement setting out these clarifications. However Soul Pattinson declined to do so before the Panel published its position. The Panel therefore published the above clarifications at the time of announcing its decision.

The sitting Panel for this application comprised Mr Les Taylor, (sitting President), Ms Marian Micalizzi (deputy President) and Ms Louise McBride.

The reasons will be available on the Panel's website at www.takeovers.gov.au.

Nigel Morris
Director, Corporations and Securities Panel
Level 47 Nauru House
80 Collins Street
Melbourne, VIC 3000
(03) 9655 3501
nigel.morris@takeovers.gov.au