On 14 July 2010, the Panel on Takeovers and Mergers ("POTAM") published a statement on their website regarding the 'cold-shouldering' of Brian Myerson, Brian Padgett and Daniel Posen.
On 30 April 2010, the Takeover Panel Hearings Committee (the "Committee") concluded that 6.7 million shares in Principle Capital Investment Trust Plc ("PCIT") were acquired in March 2009, by a concert party – comprising Daniel Posen and parties acting on the direction of Brian Myerson and Brian Padgett – 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. In a further breach of their obligations, Myerson, Padgett and Posen subsequently attempted to conceal from POTAM the circumstances of the acquisition of these shares and in Posen's case, not to disclose the source of the funds used to purchase the shares.
The Committee concluded that it should publish a Panel Statement indicating that Myerson, Padgett and Posen are persons who in their opinion are not likely to comply with the Code and that the Panel Statement should remain effective for a period of three years from the date of publication of the Committee's decision. Myerson, Padgett and Posen appealed this decision. On 13 July 2010, the Takeover Appeal Board upheld the decision of the Committee.
This is only the second time in the history of POTAM that a cold shouldering sanction has been employed.
For further information see: www.fsa.gov.uk/pubs/public/takeover_panel_cold0710.pdf