INM chairman told to sell shares

DENIS O’BRIEN has avoided having to make a mandatory bid for the entire share capital of Independent News & Media after inadvertently breaching the takeover rules that govern public companies here.

INM yesterday revealed that chairman Leslie Buckley, one of three representatives of Mr O’Brien on the media company’s board, was forced to sell 100,000 shares on Wednesday on the instructions of the Irish Takeover Panel. Mr Buckley was reappointed as a non-executive director of INM on August 27th at an extraordinary general meeting and then appointed chairman. He had been kicked off the INM board by shareholders in mid-2011 following recommendations by shareholder advisory groups.

His re-election meant the aggregate shareholding of Mr O’Brien and his three board nominees – Mr Buckley, Lucy Gaffney and Paul Connolly – was 30.01 per cent. This is just above the threshold allowed under takeover panel rules before a mandatory bid for the entire company is triggered.

Mr O’Brien is INM’s biggest shareholder, with a holding of 29.88 per cent. He and his three board representatives are considered as connected parties for the purposes of the takeover rules that apply to listed companies.

“Mr Buckley himself reported this matter to the takeover panel, which has accepted that the breach was inadvertent,” INM’s statement said yesterday.

The panel waived Mr O’Brien’s obligation to make an offer under Rule 9 of its code and directed that Mr Buckley sell the shares to an unconnected party. The aggregate holding of Mr O’Brien and his three board nominees is now 29.95 per cent.