Ardagh shareholders ask British panel to settle row

A group of dissident shareholders in Ardagh Glass Limited have asked the Takeover Panel in London to intervene in their dispute with the company.

The panel is currently investigating whether it has jurisdiction according to John Collins of Donal Reilly & Collins, the solicitors acting for the shareholders.

Ardagh Glass Limited is a Guernsey registered company that was spun off in 2003 from Ardagh Plc, which is quoted on the Dublin exchange. In certain circumstances the Takeover Panel has jurisdiction over Channel Island companies that have previously been quoted.

Ardagh Glass is the subject of a takeover by Cone plc, a company controlled by its largest shareholders, the businessman Paul Coulson and his investment company Yeoman, which controls 41 per cent of the group.

The shareholders represented by Mr Collins claim that the directors of Ardagh Glass had a duty to all the shareholders of the company and should have advised shareholders whether the €4 per share being offered by Caona was a fair price.

Ardagh and Caona have claimed that under Guernsey law the directors are not required to do so and that it is up to shareholders to form their own view.

If the transaction is deemed to come under the jurisdiction of the Takeover Panel, then the directors would be obliged to meet to consider the valuation under its rules, according to Mr Collins.

A spokesman for Ardagh said yesterday that the "UK Takeover Code does not apply to Ardagh". In a letter to Mr Collins, the solicitors acting for the Ardagh directors state that "these matters were for the shareholders of AGL and the board of AGL was not involved in the consideration of the offer or the value of the shares in AGL, nor had any obligation to be so involved".

Over 99 per cent of the shareholders have accepted the offer, including most of the shareholders represented by Mr Collins.

The dissident shareholders have accepted the offer to mitigate their losses pending the outcome of their challenge, according to Mr Collins.

An Extraordinary General Meeting of Ardagh will take place in Guernsey today at which a motion to compulsorily acquire the outstanding shares will be considered.

The dissident shareholders have been informed that they will not be admitted to the meeting as they no longer technically qualify as Ardagh shareholders on foot of their acceptance of the Caona offer.

The shareholders represented by Mr Collins claim that the €4 offered by Caona does not fully reflect the value of the company. A prospectus issued by Caona for a €125 million fundraising associated with the bid for Ardagh puts a value of around €4.40 a share, they claim. They also allege that they are not being allowed participate in Caona on the same terms as the large shareholders.

Once the transaction is complete, Yeoman will hold 45 per cent of the company and Mr Coulson (who owns 33 per cent of Yeoman) will have 25 per cent.