KEY POINTS:
Turners and Growers has suspended its takeover offer for Northland fruitgrower Kerifresh.
Turners chairman Tony Gibbs said today the decision was due to breaches of the Takeovers Code by various shareholders of Kerifresh.
Turners advised the market on October 1 of its intention to bid for Kerifresh, at the same time as it advised the Takeovers Panel that some people may have acquired shareholdings in Kerifresh in breach of the Takeovers Code.
On October 18 the Takeovers Panel ruled that Kerifresh shareholders in breach of the code were Kerifresh managing director Alan Thompson; director Hamish McHardy and his company Sundry Investments Ltd; former director Graham Cowley and his company Iron Hills Vineyards Ltd; and Emma Jane Eastwood and her company Anbran Trustee Company Ltd.
The panel also said Mr Thompson was directly involved in a contravention of the Takeovers Code by Anbran and Ms Eastwood, and Mr McHardy was directly involved in a code breach by Mr Cowley, Iron Hills, and Mr Thompson.
Today, Turners' Mr Gibbs said his company did not believe it was appropriate to proceed with the takeover offer for now, given the breaches of the code, and that the Takeovers Panel was proposing to seek remedies from the High Court.
Penalties could include forfeiture of shares, sale of shares, and pecuniary penalties, Mr Gibbs said.
Turners would seek to work with the Takeovers Panel to resolve the matter so Turners could be reimbursed the costs it had incurred, and so it could recommence the takeover offer at the appropriate time.
Turners considered that forfeiture of shares was an appropriate remedy, Mr Gibbs said.
It was not clear what number of shares may be forfeited and what consequential effect that would have on the value of the remaining Kerifresh shares.
Before its takeover announcement, Turners already controlled 4.6 per cent of the voting rights in Kerifresh, acquiring that stake by buying shares for $1.50-$1.60 each over the previous three months.
It said it wanted at least a majority of the 7,574,000 ordinary shares in the citrus company.
It was offering $2 a share in cash, saying that if it had not been buying shares over the previous three months they would have been trading at less than $1.
- NZPA
