Former dairy farmer Dairy Brands -- which cashed up at the height of New Zealand's dairy boom -- now controls Hemscott Plc, a supplier of business and financial information in Britain.
Dairy Brands now holds 16,071,424 Hemscott shares, representing 50.01 per cent of the target company's issued share.
Together with its associated
parties -- mostly Jillings and Saville family trusts which already had stakes in Hemscott -- controls 17,701,277 Hemscott shares, representing a 55.08 per cent stake.
To acquire its majority stake, Dairy Brands spent about $4.18 million and issued a total of 3,679,516 new Dairy Brands shares, in deals where it offered 15 pence in cash for each Hemscott share held; or three new Dairy Brands Shares for every five Hemscott shares held.
The offer closed on May 30, after being accepted by owners of 6,028,897 Hemscott shares, representing 18.76 per cent of the company. Holders of 2,340,113 Hemscott shares elected for shares in Dairy Brands.
Dairy Brands was originally set up in 1995 as a joint venture between then-listed farmer and horticulturist Apple Fields and a Canterbury family ice-cream firm, Killinchy Gold, owned by the Thornton family of Killinchy, near Leeston.
By 1997, the Killinchy business had operated at a loss for two years, and in 1998 Dairy Brands sold it and wrote down its farm values as part of a $12 million loss in the year ended May 31.
Then-chairman Ruth Richardson said at the time Dairy Brands remained committed to future involvement in branded consumer products, but would reduce the number of its farms from 24 to about 16.
By February 2001, shareholders had agreed to sell all the company's remaining 14 properties and liquidate. During 2001, it sold off seven of the farms for $28.75 million.
After redistributing $22 million to shareholders through a buy-back, Dairy Brands said it planned to seek a "suitable investment opportunity" for its $12 million war chest.
The plan was supported by its principal shareholder, ASC Trust Company Ltd, on which a senior director is wealthy businessman Duncan Saville, an international utilities investor who has been an Infratil NZ board member since that company was founded in 1994.
Dairy Brands won approval from shareholders last November to back a proposal for the company to buy back their shares at 64c each and to turn itself into an investment company.
In March, Dairy Brands announced that it was entering into call options with shareholders of Hemscott to buy 14 per cent of Hemscott's issued share capital. The two shareholders were reported to be Hemscott's founders, Ms Meiring and Peter Scott, who between them held 4.5 million shares, or 14 per cent of the company.
A significant stake of Hemscott was already controlled through Saville family trusts, related to Mr Saville, who last year was appointed by Dairy Brand shareholders to provide investment and administrative services.
Two significant shareholders in Hemscott included Kanawa Ltd, a private investment company registered in the Isle of Man, and Co-operation Retirement Benefit Fund Ltd, a private investment fund registered in Malaysia -- both reported to be controlled by a family trust, of which members of the Saville family are beneficiaries.
Other Dairy Brands associates with shares in Hemscott included Hemscott director Charles Jillings and a trust of which Mr Jillings was a potential beneficiary.
On Anzac Day, Dairy Brands made its offer mandatory.
Settlement for the offer takes place in several tranches - the total cash consideration payable under the offer, $1.55 million, will be paid within 14 days of May 30, and a total of 1,404,064 new Dairy Brands shares will be issued by June 10.
Dairy Brands is also buying out its associated parties -- buying 10,042,327 shares for $2.63 million in cash and issuing another 2,275,452 Dairy Brands shares.
Hemscott's turnover in the year ended December 31, 2002 was £5.16 million ($14.95 million), up by 1.8 per cent over the previous year.
Turnover from its business information arm grew by 31 per cent to £4 million, partially offset by a 42 per cent fall in media turnover.
But it recorded a pre-tax loss of £2.4 million in the year to December 31, equivalent to a loss per share of 7.5 pence.
- NZPA
Former dairy farmer Dairy Brands -- which cashed up at the height of New Zealand's dairy boom -- now controls Hemscott Plc, a supplier of business and financial information in Britain.
Dairy Brands now holds 16,071,424 Hemscott shares, representing 50.01 per cent of the target company's issued share.
Together with its associated
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