This announcement relates to the failure by JP Morgan Asset Management (UK) Limited (“JPM”) to disclose its dealings under Rule 8 of the Takeover Rules in the securities of Dragon during the period 5 June 2009 to 4 December 2009.

Background

Dragon initially went into an offer period on 27 March 2009 following an announcement by the Company that it intended to undertake a restructuring to change its country of registration from Ireland to Bermuda. Having regard to the nature of that transaction the Panel’s Disclosure Table indicated that disclosure of dealings in the securities of Dragon were not required under Rules 8 and 38.

On 5 June 2009 Dragon went into an offer period in relation to a possible offer from a third party following an announcement by Dragon that it had received an approach in relation to a possible offer. That approach was from Dragon’s majority shareholder, Emirates National Oil Company Limited LLC (“ENOC”). Following that announcement the Panel amended its Disclosure Table so that disclosure of dealings under Rules 8 and 38 would be required, in the normal way, from 5 June.

The proposed acquisition of Dragon by ENOC was to be effected by way of a scheme of arrangement which was subject, inter alia, to approval by Dragon shareholders (excluding ENOC) of the acquisition. Such approval required a majority in number of those shareholders representing 75% or more in value of the Dragon shares held by such shareholders present and voting either in person or by proxy. The Dragon shareholder base consisted of a large number of private shareholders who individually held relatively small numbers of shares. It was known that a number of these shareholders were not in favour of the proposed acquisition. The largest minority institutional shareholder then holding approximately4.2%publicly announced that they were going to vote against the acquisition. A number of other institutional shareholders subsequently made similar announcements. Consequently, there was some degree of uncertainty as to whether the acquisition would receive the level of shareholder support necessary to effect the acquisition. Given the circumstances, dealing disclosures were particularly important for investors and especially during the three-week period leading up to the shareholder vote.

Takeover Rules – Rule 8.3

Rule 8.3 requires persons with interests in relevant securities of the offeree (and in the case of a securities exchange offer, the offeror) representing 1% or more to disclose all dealings during the offer period. Such dealings should be publicly disclosed no later than 3.30 p.m. on the business day following the date of the transaction.

The Panel regards compliance with the dealing disclosure requirements of Rule 8.3 to be extremely important. The rationale for requiring persons who have 1% or more of any class of relevant securities in issue to disclose their dealings in an offer period is to inform shareholders as to where control of the company’s voting rights lies and to provide additional market transparency as to movements in the price of a company’s securities.

Panel ruling

JPM held an interest of 1% or more in the relevant securities of Dragon at the commencement of the offer period relating to the ENOC approach. During the period from 5 June 2009 to 4 December 2009 JPM dealt in relevant securities of Dragon on 113 occasions without making the disclosures required by Rule 8.3. No disclosure was made until 8 December (which included retrospective disclosure from 5 June) when JPM disclosed that they held a 4.24% interest in the securities of Dragon. The market however was aware that JPM had a shareholding in Dragon as a result of the release during the offer period of a number of TR-1 disclosures by Dragon following notification from JPM of their shareholding. JPM stated that due to a clerical oversight they had failed to notice the amendment to the Panel Disclosure Table on 5 June 2009 requiring disclosure of dealings from that date.

The Panel has ruled that the failure by JPM to disclose its dealings in the relevant securities of Dragon during the offer period relating to the ENOC approach was a breach of Rule 8.3. The Panel emphasizes the importance that all investors comply with the dealing disclosures under the Takeover Rules.

20 January, 2010

Following the posting of the Carbon offer document on 15 September, 2009 the Panel has consented to the extension of “Day 39” (the date beyond which an offeree must not announce material new information), “Day 46” (the last date for posting a revised offer) and “Day 60” (the date by which an offer must become unconditional as to acceptances) of the Guanabara offer timetable so that the aforementioned days shall coincide with the corresponding dates of the Carbon offer. 

16 September, 2009

On 26 March, 2009 the Panel announced that it had set a deadline of 5.00 p.m. on 20 April 2009 for Moonduster Limited (“Moonduster”) either to announce an offer for ICG under Rule 2.5 of the Takeover Rules or to announce that it will not proceed with an offer for ICG.

Following discussions with the advisors to both Moonduster and the independent directors of ICG, the Panel has consented to an extension of this deadline until 9.00 a.m. on 29 April 2009. 

20 April, 2009

On 23 October 2008 ICG announced that it had received an approach from Moonduster Limited (“Moonduster”) which may or may not lead to an offer for the company.  On 19 March, 2009 the independent directors of ICG (“ICG Board”) announced that they would be requesting the Panel to impose a deadline for Moonduster to announce an offer.

Following representations made by the ICG Board and its advisers, and correspondence with those advisers and with the advisers to Moonduster, the Panel has ruled that, except with the consent of the Panel, Moonduster must by 5.00 p.m. on  20 April 2009 either announce an offer for ICG under Rule 2.5 of the Takeover Rules or announce that it will not proceed with an offer for ICG.  The Panel also ruled that in the event that Moonduster announces that it will not proceed with an offer for ICG, Moonduster and any parties acting in concert with it will, except with the consent of the Panel, be bound by the restrictions contained in Rule 2.8 of the Takeover Rules for 12 months from the date of such announcement.

26 March 2009

On 7 October 2008, the Panel issued an announcement confirming that it was considering certain matters relating to ICG which were referred to in a letter received by the Panel from a third party.

Following its extensive enquiries the Panel has decided in light of the available evidence not to hold a hearing under section 11 of the Irish Takeover Panel Act 1997 into the matters raised in the letter referred to above.  In the event of a change in circumstances, the Panel will review its decision.

23 December 2008

Ryanair Holdings plc (“Ryanair”)

On 4 December 2008 Ryanair issued an announcement (“the Announcement”) setting out certain undertakings in respect of its proposed offer for Aer Lingus.  This information had been disclosed at a meeting with the Minister for Transport on 3 December. These undertakings were not set out in Ryanair’s Rule 2.5 announcement released on 1 December.

The Panel has considered these undertakings (the headings of which are reproduced in the attached Appendix) in the context of Rule 16 of the Irish Takeover Panel Act, 1997 Takeover Rules, 2007 to 2008 (“Rules”) and General Principle 1 of the Irish Takeover Panel Act 1997, as amended (“Act”).

The Panel’s statutory function is inter alia to monitor and supervise takeovers so as to ensure compliance with the General Principles and the Rules.  General Principle 1 states inter alia that all holders of the securities of an offeree of the same class must be afforded equivalent treatment.  Rule 16, which deals with special arrangements with favourable terms, states inter alia that except with Panel consent, neither an offeror nor any person acting in concert with it may during an offer period make any arrangement with any offeree shareholder which involves a dealing in, or acceptance of an offer for, or otherwise relates to, offeree shares, if there would be attached to such arrangement a term favourable to such shareholder or any other person which is not being extended under the offer to all offeree shareholders.

The Panel has ruled that the making  by Ryanair of arrangements as described in paragraphs C, D and E of the Announcement would constitute a breach of Rule 16 and General Principle 1 as they would constitute arrangements with an Aer Lingus shareholder containing favourable terms which were not being extended to all Aer Lingus shareholders (the Irish Government through the Minister for Finance holds a 25.1% shareholding in Aer Lingus).  Consequently, the Panel has given a direction pursuant to section 9(2) of the Act  to Ryanair prohibiting it from extending these undertakings under its proposed offer for Aer Lingus or from making  arrangements with any shareholder of Aer Lingus in respect of these undertakings at any time when Rule 16 and/or General Principle 1 is applicable.

With regard to the undertakings described in paragraphs A and B of the Announcement, while it is not clear from the Announcement whether an arrangement is contemplated with any Aer Lingus shareholder, the Panel has directed Ryanair not to extend these undertakings under its proposed offer for Aer Lingus unless:

 (i)                 it is clear to whom the commitments are being given;

 (ii)               they are in compliance with Rule 16 and General Principle 1;

 (iii)       Ryanair and its advisers are satisfied that Rule 19.1 (standards of care) is complied with; and

 (iv)       Ryanair and its advisers have consulted the Panel  if there is any doubt whether the commitments would constitute an arrangement prohibited under Rule 16 and/or General Principle 1.

The Panel has further directed Ryanair (i) not to enter into arrangements with any shareholder of Aer Lingus in respect of the undertakings described in paragraphs A and B of the Announcement in breach of Rule 16 and/or General Principle 1; and (ii) if there is any doubt whether any such arrangements would be in breach of Rule 16 and/or General Principle 1, to consult the Panel.

12 December 2008

Appendix

  A         Recognise the Trade Unions in Aer Lingus.

 B         Shannon – Heathrow connectivity will be restored.

 C         Government will be given control over London Heathrow slots.

 D         Ryanair will provide €100 million bank guarantee that Aer Lingus’ short haul fares will be reduced by a minimum of 5% for a three year period.

 E         Ryanair will provide an additional €100 million bank guarantee that Aer Lingus’ fuel surcharges will be eliminated in their entirety (for all new bookings) within 28 days of completion of the Offer.   

The Panel has noted the recent press comment in relation to certain correspondence received by the Panel in connection with ICG.

The Panel confirms that it is considering certain matters relating to ICG which were referred to in a letter received by the Panel from a third party.

7 October 2008

Moonduster Limited (“Moonduster”)

On 14 June 2007 the independent directors of ICG and Moonduster released a  Rule 2.5 announcement setting out the terms of a scheme of arrangement to be put before ICG shareholders (“Scheme”).  The announcement states that the implementation of the Scheme is conditional inter alia upon it becoming effective by not later than 31 October 2007 (“Long-Stop Date”) or such later date as Moonduster, ICG and the High Court may agree, failing which the Scheme will lapse.

The cash consideration payable pursuant to the Scheme was €22.00 per ICG Unit.  Between 20 September and 26 September, 2007 Moonduster purchased ICG Units at various prices up to €25.40 and consequently, the cash consideration payable pursuant to the Scheme increased to €25.40.

Subsequent to the aforementioned purchases of ICG Units by Moonduster, the independent directors of ICG requested the Panel to inter alia (i) direct Moonduster to amend the Long-Stop Date to allow the Scheme to be implemented and (ii) direct Moonduster to cooperate in a full and timely manner so as to allow the Scheme to be put before ICG shareholders at the earliest possible opportunity.

Under Rule 2.7 of the Takeover Rules, as amended for schemes, Moonduster has an obligation to proceed with the Scheme unless the Panel consents otherwise.  As Panel consent in this regard has neither been sought or granted in relation to the Scheme, Moonduster is required under the Rules to proceed with the Scheme.  However, the Panel has taken the view that Rule 2.7 should be interpreted within the parameters of what has been agreed between Moonduster and the independent directors of ICG.  Specifically and as referred to above, in this case the parties expressly agreed that the implementation of the Scheme is conditional inter alia upon it becoming effective by not later than 31 October 2007 or such later date as they and the High Court may agree, failing which the Scheme will lapse.  The condition containing the Long-Stop Date is in the Panel’s view for the benefit of each of the parties and the shareholders of ICG.  The Long-Stop Date cannot be unilaterally abandoned or varied without the consent of Moonduster and ICG.  Having regard to the likely timeframe necessary for the Scheme to become effective, implementation of the Scheme now requires both parties and the High Court to agree to extend the Long-Stop Date.

Section 9(2)(a) of the Irish Takeover Panel Act 1997 empowers the Panel to give a direction to any party to a takeover to do anything which the Panel specifies in the direction for the purposes of ensuring compliance with the General Principles. 

In their submissions to the Panel, the independent directors of ICG contended, inter alia, that the effect of General Principle 1 and 2 is to oblige Moonduster to amend the Long-Stop Date.  General Principle 1 states, inter alia, that all holders of the securities of an offeree of the same class must be afforded equivalent treatment while General Principle 2 states inter alia that the holders of the securities of an offeree must have sufficient time and information to enable them to reach a properly informed decision on the offer.  The Panel considers that General Principle 1 and 2 do not have the effect contended by the independent directors of ICG as the Scheme has not yet been put before shareholders.  Consequently, the Panel decided not to accede to the requests of the independent directors of ICG.

In the event that ICG, Moonduster and the High Court do not agree to extend the Long-Stop Date, the Scheme will lapse at midnight on 31 October 2007 following which the ICG offer period will expire.

24 October 2007

Moonduster Limited (“Moonduster”)

1.   This is notice of the giving of a censure under section 10(2) of the Irish Takeover Panel Act 1997 (“Act”) of Moonduster, One Fifty One Capital Limited and Doyle Group Limited in respect of their conduct in relation to certain breaches of the Rules arising from an agreement entered into by Moonduster to purchase ICG Units.

2.   On 1 October 2007 Moonduster announced that it had entered into an agreement on 21 September with Octavian Master Fund, L.P. and Octavian Special Master Fund, L.P. (“Octavian”) to acquire 500,793 ICG Units (“Agreement”).  Under the terms of the Agreement the consideration payable to Octavian comprised €25.20 in cash together with an undertaking from Moonduster to pay to Octavian additional consideration.

The additional consideration comprises the greater of (i) 100 per cent. of the excess of the highest price per ICG Unit paid or offered to be paid by Moonduster over €25.20 within 18 months of the date of the Agreement and (ii) in the event that Moonduster disposes of the ICG Units acquired from Octavian at a price in excess of €25.20 per ICG unit within 18 months of the date of the Agreement, 60 per cent. of the excess over €25.20 per ICG Unit (“Additional Consideration”)

 The Panel has considered whether the Agreement is in breach of Rule 16 and whether certain other applicable Rules, including the relevant disclosure Rules, have been breached.  The Panel has also conducted an enquiry under section 10(1) of the Act  into the conduct of Moonduster, One Fifty One Capital Limited and Doyle Group Limited for the purposes of considering whether to administer any of the sanctions under section 10(2) of the Act.

3.   The relevant General Principle and Rules are as follows:

       General Principle 1 / Rule 16

General Principle 1 states inter alia that all holders of the securities of an offeree of the same class must be afforded equivalent treatment.  Rule 16, which deals with special arrangements with favourable terms, states that neither an offeror nor any person acting in concert with it may during an offer period make any arrangement with any offeree shareholder which involves a dealing in, or acceptance of an offer for, or otherwise relates to, offeree shares, if there would be attached to such arrangement a term favourable to such shareholder which is not being extended under the offer to all offeree shareholders.  Note 1 on Rule 16 states that an arrangement to deal with favourable terms attached includes any arrangement where there is a promise to make good to a vendor of shares any excess of the price of any subsequent successful offer over the sale price.

       Rule 7.1

The Rule requires an offeror to immediately make an appropriate announcement if, by reason of that offeror or any person acting in concert with it having acquired offeree securities, the offeror becomes obliged under the Rules to revise its offer price.  This announcement is required to include inter alia details of any arrangement to which Rule 8.7 applies (see below).

       Rule 8.7

If an arrangement to which Rule 8.7 applies exists with any offeror in relation to relevant securities, the offeror is required to disclose publicly, not later than 12.00 noon on the business day following the date of the transaction, the details of such arrangement and the parties thereto.  An arrangement to which Rule 8.7 applies means any indemnity or option arrangement, and any agreement or understanding, formal or informal, of whatever nature between two or more persons, relating to relevant securities which is or may be an inducement to one or more of such persons to deal or refrain from dealing in such securities.

Any disclosure by an offeror pursuant to Rule 8.1 is also required to disclose details of any arrangement to which Rule 8.7 applies.

        Rule 20.1(b)

The Rule requires that any meetings during an offer period between inter alia the offeror and offeree shareholders shall be attended by a representative of the financial adviser to the offeror.  Following any such meetings the financial adviser is required to confirm in writing to the Panel, not later than 12.00 noon on the business day following the date of such meetings, that no material new information was disclosed and no significant new opinion was expressed at such meetings.

4.   On 11 October, the Panel ruled that the Agreement is in breach of Rule 16 as it involves an arrangement with favourable terms which could not be extended to all shareholders under any offer which Moonduster may make to ICG shareholders .  Consequently, the Panel has given a direction pursuant to section 9(2)(a) of the Act to Moonduster prohibiting it from paying the Additional Consideration.  The Panel noted that Moonduster was advised against agreeing to the Additional Consideration arrangement and notwithstanding this advice, Moonduster executed the Agreement.

The Panel ruled that the Agreement was an arrangement to which Rule 8.7 applies.  As details of the Agreement were not disclosed under Rule 8.7 by 12.00 noon on 24 September, the Panel ruled that Rule 8.7 had been breached.

On 24 September Moonduster made an announcement pursuant to Rule 7 in relation to inter alia the ICG Units acquired from Octavian.  However, as that announcement did not disclose details of the Agreement, the Panel ruled that Rule 7.1 had been breached.

The Rule 8.1 disclosure made by Moonduster on 25 September, disclosing inter alia details of the ICG Units acquired from Octavian, did not contain the relevant details of the Agreement as required under Rule 8.6.  As such, the Panel ruled that Rule 8.1 was also breached.

As the Panel did not receive any confirmatory letters pursuant to Rule 20.1(b) in connection with the discussions between Moonduster and Octavian in relation to the Agreement, the Panel ruled that there had also been a breach of Rule 20.1(b). The advisers to Moonduster have confirmed to the Panel that they only became aware of the Agreement on the evening of 28 September following receipt of correspondence from a third party who had become aware that Moonduster may have entered into an agreement in breach of Rule 16.

5.   Following the Panel’s enquiry under section 10(1) of the Act Moonduster, One Fifty One Capital Limited and Doyle Group Limited were censured by the Panel under section 10(2) of the Act for their conduct in relation to the matters set out in this announcement.

12 October 2007

by

Corporate Travel Holdings, Inc (“CTH”)

for

CNG Travel Group plc (“CNG”)

On 22 May, 2007 CTH announced a firm intention to make a recommended cash offer for CNG under Rule 2.5 of the Takeover Rules at a price of Stg14.5p per share.  CTH’s offer document was posted to CNG shareholders on 30 May.

Under Rule 9.1(b) of the Takeover Rules any person, or any persons acting in concert, who control (i.e. a holding of securities conferring 30% or more of the voting rights in a company) a relevant company acquire within any period of 12 months additional securities of such an amount as will increase by more than 0.05% the aggregate percentage of the voting rights in that company conferred by the securities held by such person or persons will, except with the consent of the Panel, be required to make a mandatory offer in accordance with the terms set out in Rule 9.

On 17 July a member of the consortium comprising CTH purchased 250,000 CNG ordinary shares at a price of Stg14.5p per share.  Immediately prior to the purchase of these shares CTH (together with parties deemed to be acting in concert with CTH) held approximately 41% of the issued share capital of CNG.  Therefore as a consequence of this purchase, CTH (and parties deemed to be acting in concert with CTH) incurred an obligation to make a mandatory offer under Rule 9 for the ordinary shares of CNG.

Following correspondence with the advisers to CTH, the Panel decided to grant CTH a waiver of its mandatory offer obligation under Rule 9 on the basis that the purchase of the 250,000 shares was an inadvertent mistake.  The waiver is subject to these shares being sold within a specified timeframe to parties unconnected with CTH’s offer for CNG.

20 July, 2007