The Takeovers Panel said yesterday it would investigate whether a $2 per share bid for 335,000 shares in unlisted Northland company Kerifresh by Englishman Lawrence Fletcher complied with the Takeovers Code.
On Tuesday, listed Turners and Growers suspended its $2 per share takeover bid due to breaches ofthe code by other Kerifresh shareholders.
Turners advised the market on October 1 of its intention to bid for Kerifresh, at the same time as it advised the panel some people may have acquired shareholdings in the citrus company in breach of the Takeovers Code.
On October 16, the panel ruled Kerifresh shareholders in breach of the code were Kerifresh managing director Alan Thompson; director Hamish McHardy and his company Sundry Investments; former director Graham Cowley and his company Iron Hills Vineyards; and Emma Jane Eastwood and her company Anbran Trustee Company.
The panel also said Thompson was directly involved in a contravention of the Takeovers Code by Anbran and Eastwood, and McHardy was directly involved in a code breach by Cowley, Iron Hills, and Mr Thompson.
Kerifresh comes under the code because it has more than $20 million in assets and more than 50 shareholders. Under the code, if a shareholder or associated shareholders bid for more than 20 per cent of a company, they must make the offer to all shareholders.
The panel said it received information on October 19 that Fletcher, through the Auckland law firm of Grove Darlow and Partners, had circulated an unconditional offer of $2 per share for 335,000 Kerifresh shares.
The panel said it considered Fletcher may be an associate of Hamish McHardy and his son Jonathan McHardy who between them already hold 17.83 per cent of Kerifresh. It also considered Fletcher may be an associate of Alan Thompson who, with his associates, holds in excess of 20 per cent of Kerifresh.
If successful, Fletcher's offer would take his holding (through GDP Trustee) to 4.56 per cent. The combined holdings would be more than 40 per cent.
