Panel Stmt Alexanders Hldgs

RNS Number:5309A
Takeover Panel
29 August 2002

                                                                         2002/20

                               THE TAKEOVER PANEL

                            ALEXANDERS HOLDINGS PLC

                         (now renamed Quays Group PLC)


On 4 July, Alexanders Holdings PLC (now renamed Quays Group PLC, "Alexanders")
issued a circular to its shareholders seeking, among other matters, approval for
the acquisition of certain assets from Orb Estates PLC ("Orb Estates"), approval
for the issue of shares to Orb Estates in consideration and approval of the
waiver by the Panel of the obligation under Rule 9 of the Code that would
otherwise have arisen for Orb Estates to make a general offer for Alexanders.

Alexanders was advised by Corporate Synergy PLC ("Corporate Synergy").

Following the issue of the Alexanders circular, the Executive was contacted by a
shareholder in Alexanders who raised a number of issues in connection with the
transaction.  As a result of its investigation into these issues, the Executive
concluded that:


*        Corporate Synergy was not sufficiently independent from Orb Estates to
provide independent advice to the Alexanders board and must therefore step down
as the Rule 3 adviser to Alexanders for the purposes of the transaction;

*        if the transaction was to proceed, a new independent adviser must be
appointed and a further circular sent to Alexanders' shareholders; and

*        the annual general meeting of Alexanders' shareholders convened to
consider the transaction must be adjourned pending the issue of the new
circular.


On 1 August, Alexanders issued a supplemental circular to its shareholders
containing advice from the new Rule 3 adviser.  This circular also informed
shareholders that:

*        one of the directors of Alexanders was not considered by the Executive
to be independent for the purposes of the transaction and would therefore no
longer form part of the Alexanders board's recommendation to shareholders;

*        a major shareholder in Alexanders was not considered to be independent
and had undertaken not to vote on the resolution to approve the waiver of Rule 9
as a result of certain connections with the ultimate controller of Orb Estates;
and

*        an agreement entered into between Mr Humm, one of the directors of
Alexanders, under which Mr Humm had agreed to sell his Alexanders shares, had
been cancelled.

Following the publication of the supplemental circular, an appeal was made by
the shareholder in Alexanders against the decision of the Executive to grant a
waiver of Rule 9 of the Code.  The Panel dismissed the appeal.  Nonetheless, the
Executive regards the need for the additional disclosures and amendments to the
original circular as unsatisfactory, and believes that responsibility for this
must lie to a large extent with Corporate Synergy as the financial adviser to
Alexanders.

The Code places great emphasis on the importance of an offeree company obtaining
competent independent advice and on the need for parties and their advisers to
consult the Executive on matters involving interpretation of the Code.  This is
particularly important in a case involving the proposed grant of a waiver from a
Rule 9 obligation.


Corporate Synergy failed adequately to consult the Executive in relation to the
issue of its own independence and to the proposed share sale by Mr Humm.  In the
Executive's view, this conduct falls short of the standards required of advisers
involved in a Code transaction and Corporate Synergy is criticised accordingly.

29 August 2002


Note:        Corporate Synergy is a subsidiary of Corporate Synergy Holdings PLC 
             which was acquired on 24 July by Mountcashel PLC 
             (since renamed Abingdon Capital PLC).






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