RPC represents Pyrrho in landmark Takeover Panel case involving MWB Group

International law firm RPC has advised Pyrrho Investments Limited (Pyrrho) in the most significant case ever handled by the UK's Takeover Panel.

The Takeover Panel Hearing Committee has ruled that former members of the senior management team at MWB Group Holdings plc (MWB): Richard Balfour Lynn, Jagtar Singh, and Richard Aspland Robinson, carried out a series of sham transactions, fronted by Julian Treger (a founding partner of Audley Capital Advisors LLP), which misled shareholders in MWB, other members of the board of MWB, the Takeover Panel and the market generally as to the true ownership of shares in MWB which enabled the members of an undisclosed concert party to avoid their obligations under the Takeover Code which would have required them to make a takeover offer to all the shareholders of MWB.

The Takeover Panel has ordered Balfour Lynn, Singh, and Aspland Robinson to pay the MWB shareholders approximately £33 million in compensation and has made 'cold shoulder' orders against Balfour Lynn, Singh, Aspland Robinson, Treger and a number of other persons connected to the sham transactions. The Takeover Panel has imposed 'cold shoulder' sanctions against a total of ten individuals, doubling the total number of such sanctions handed down by the Panel to date. This sanction prevents the individuals from participating in any transactions regulated by the Panel for a specified period.

This landmark case set several records for the Takeover Panel in terms of the number of individuals involved, the size of compensation awarded, the length of the investigation, and the duration of the hearings.

The investigation into breaches of the Takeover Code spanned over a decade following a complaint by Pyrrho to the Takeover Panel in December 2011. Pyrrho was at the time the largest single shareholder in MWB. The investigation culminated in late 2023 with an extensive hearing process. The main hearing, held over 15 days in November 2023, and a subsequent hearing on sanctions and compensation held at the end of January 2024, underscored the complexity and magnitude of the case.

Connor Cahalane, Lead Partner on the matter for RPC, remarks: "The ruling reveals in detail the lengths taken by Balfour Lynn, Singh, Aspland Robinson, Treger and others to conceal these sham transactions from the MWB shareholders and the market using a web of offshore transactions and lying to the Takeover Panel.

"This is a historic enforcement ruling by the Takeover Panel, certainly its most significant since the Guinness/Distillers case in the late 1980s as it is the first time since that case that the Panel has awarded compensation to shareholders affected by a breach of the Takeover Code."

RPC’s legal team was led by Partner and Head of Public Companies, Connor Cahalane with Simon Hart (Partner, Head of Banking & Financial Markets Disputes) and Kirtan Prasad (Of Counsel) providing guidance on the dispute aspects.