THE IRISH Takeover Panel has proposed a series of changes to the rules governing schemes of arrangement in light of the protracted and inconclusive takeover battle for Irish Continental Group, the ferry operator.

Routinely used in takeover situations in recent years, a scheme of arrangement can enable bidders bypass some of the panel's rules on the timing of bids.

Such schemes, which require High Court approval, can also enable bidders to protect their position if the scheme is not endorsed by all shareholders.

In a 39-page paper published last night on its website, the panel said its proposals represented a "more comprehensive" application of its rules to to takeover schemes.

Its objective is to put an offeree shareholder considering a takeover scheme in a more similar position to an offeree considering an offer by conventional means.

The panel set a deadline of March 19th for the receipt of comments on its paper.

"Since November 2005 the use of takeover schemes has increased and during 2007 the first instance arose of a takeover scheme being proposed in competition with an existing takeover scheme namely, the competing takeover schemes for Irish Continental Group," the panel said.

"The ICG case has, in particular, highlighted the need to review the rules as they apply to takeover schemes."

It highlighted the inappropriateness of disapplying almost all of the timing rules in takeover schemes, as is currently the case.

Furthermore, following the ICG case the panel is of the view that there should be a specific new rule to address circumstances where an offeror switches from an offer to a takeover scheme or vice versa."

The battle for ICG began last March when a group led by company chief Eamonn Rothwell made a bid.

The process entered stalemate eight months later, with Mr Rothwell holding 15.7 per cent of the company, rival investors One51 and Doyle Shipping holding a combined 25.9 per cent and property developer Liam Carroll holding 29.8 per cent.

www.irishtakeoverpanel.ie