Delegat's calls on Oyster Bay to comply

Delegat's said today it wanted Oyster Bay Marlborough Vineyards (OBMV) independent directors to quickly comply with a Takeovers Panel ruling to allow Delegat's takoever bid to be completed.

In the first decision of its kind, the panel said yesterday it was dissatisfied OBMV independent directors had complied with the Takeovers Code in its target company statement by leaving out information that may have been critical to shareholders considering Delegat's Wine Estate's offer.

It now wants Delegat's to present all relevant information to shareholders to reconsider its offer but it did not annul its bid completely as rival bidder Peter Yealands' camp had hoped.

Delegat's managing director Jim Delegat said he was confident that providing the relevant information would result in the successful completion of the Delegat's offer.

"This is clearly desirable in the interests of all Oyster Bay's shareholders. As the panel has noted, Delegat's achieved a high level of acceptances to its offer, and many shareholders have now been waiting several weeks to receive their proceeds.

"Whilst the panel's finding is clearly unrelated to any action taken by Delegat's, we are affected by it, like the other Oyster Bay shareholders, and we look forward to the Oyster Bay acting quickly."

The panel ruled OBMV shareholders could revoke their acceptances of the Delegat's offer.

They would not, however, be given the opportunity to consider Mr Yealands' now expired offer, an offer which his advisor Bruce Hancox said would likely have been increased from the $4/share on the table.

The panel put forward a suggested process and all sides would now have the opportunity to comment on it.

Mr Yealands said the panel's suggested way forward was not enough and the absence of information had "poisoned" his offer.

He called for the process to begin again with shareholders having all material information.

He said he would be having "meaningful" discussions with the panel over the next week.

Mr Hancox said that despite the panel's ruling, Delegat's offer was likely to succeed because Mr Yealands and David Rankin -- OBMV's second and third largest shareholders respectively -- were likely to let their acceptances to the Delegat's offer stand in the absence of a better deal.

"To me it is like saying you're between a rock and a hard place, which wall do you want to hit -- the rock or the hard wall?," Mr Hancox said. "I think it is completely unacceptable."

Spokeswoman Catherine Chapman said the panel had been required to consider an exceptional set of circumstances.

The panel did not detail its reasoning but promised to do so.

Mr Yealands sparked an escalating bidding war with Delegat's when he announced a partial takeover offer back in May.

The two parties went head-to-head in a tussle for control with Delegat's emerging as the apparent victor.

Mr Yealands has always maintained that important information -- including the market value of OBMV's freehold and leasehold vineyards -- had been left out of the document.

OBMV chairman Bill Falconer said the company would follow the panel's recommended process, but he was surprised and disappointed by the decision.

"The information they were talking about, in my view, was not material, and would not have influenced shareholders in making their decision.

"It's unfortunate for shareholders. It's going to require them to wait for a while before they can be paid for their acceptances."

Mr Yealands and Mr Rankin jointly complained to the panel about the omission.

But earlier this week, in the absence of a decision from the Takeovers Panel, Mr Yealands decided to take up the Delegat's offer.

- NZPA