Takeover target Oyster Bay Marlborough Vineyards has had another rap over the knuckles, this time from the New Zealand Stock Exchange.
The Takeovers Panel last week determined that Oyster Bay had breached the Takeovers Code by not including all the information shareholders needed to make up their minds between competing
bids from Delegat's Wine Estate and Peter Yealands Investments (PYI).
Today the NZX waded into the fray, saying the vineyard owner had breached the conditions of a stock exchange waiver.
Oyster Bay had asked for a waiver to listing rule B4.1 that required shareholders to approve its annual negotiations with Delegat's over the sale of grapes.
Oyster Bay argued that the grape prices were negotiated with Delegat's on an arm's length and commercial basis, that it was impractical to put the outcome to a shareholder vote as they lacked the expertise to know whether or not it was a good deal.
The NZX initially rubber stamped that waiver, but today retracted its position after PYI contested that the viticulturalist at the centre of the negotiations was not independent.
"NZX rules that the procedure adopted for determination of the price at which Oyster Bay sold its produce to Delegat's falls outside the scope of the waiver," the NZX said.
"The determination of the price by use of the sales procedure without obtaining the required shareholder approval constitutes a breach of Listing Rule B4.1."
The NZX stopped short of disciplining Oyster Bay over the matter, but said it must seek shareholder ratification of the sales process at its next annual meeting.
Today's announcement is the latest twist in the long-running saga.
Delegat's and PYI have until 5pm today to make recommendations on last week's Takeovers Panel ruling. The panel is expected to release its suggested way forward tomorrow.
Peter Yealands said he is going to suggest a fresh bid, although takeover offers don't come cheap.
"I haven't had all the accounts in but it's far too much," he told National Radio.
"It is an expensive process but by the same token I'm certainly not going to give up. There's a principle involved there. My objective is to win."
Delegats wasn't immediately available for comment, but has previously said it is confident shareholders will accept its offer.
Shares in Oyster Bay last traded at $3.26 on September 12.
- NZPA
