The Takeover Appeal Board has affirmed the decision of the Hearings Committee of the Takeover Panel to impose the sanction of "cold shoulder" on Brian Myerson, Brian Padgett and Daniel Posen. This is the second time since the Panel's inception in 1968 that the sanction has been imposed, preventing the trio from working with any company or individual authorised by the Financial Services Authority on any bid or merger-related business for a period of three years. The decision was the result of an appeal against the decision of the Hearings Committee dated 30th April 2010.
The Panel found that they had acted in breach of the Takeover Code in forming a covert concert party to invest in Principle Capital Investment Trust. Together the three controlled shares of more than 30% of Principle Capital, as the Panel stated "in a deliberate attempt to circumvent the requirement under Rule 9 of The City Code on Takeovers and Mergers (the "Code") to make an offer to shareholders of PCIT generally." The Panel also found that they had subsequently been "co-ordinated, disingenuous and dishonest" when questioned about their actions.
The judgment is here.
Jonathan Sumption QC instructed by Freshfields Bruckhaus Deringer LLP appeared for the Executive.