KEY POINTS:
A complaint to the Takeovers Panel by fruit and produce exporter Turners & Growers about share dealing in Kerifresh - a company it is trying to buy - won't affect takeover plans, said chairman Tony Gibbs.
NZX-listed Turners is planning to launch a full takeover bid for Kerifresh,
offering $2 a share in cash. However, Turners has complained to the Takeovers Panel about various share transactions undertaken in the Kerikeri-based citrus fruit producer since 2002.
The Takeovers Panel said this week that various parties, including Kerifresh managing director Alan Thompson, director Hamish McHardy and former director Graham Cowley, may not have acted in compliance with the Takeovers Code.
The Takeovers Panel has called a private meeting for Tuesday to hear evidence and decide the outcome of the complaint and whether the panel would exercise powers, which could include seeking court action.
All parties could be found to have acted within the code.
Under the code, investors in a company are not allowed to hold more than 20 per cent of its stock without making a takeover bid or gaining approval from shareholders.
According to the Takeovers Panel notice of meeting, Thompson and his wife held 18.49 per cent of the stock when the code came into effect on July 1, 2001.
Purchases during 2002 took the combined holdings of the McHardy family to 17.79 per cent.
McHardy-owned firm Sundry Investments bought some shares from him and went on to buy a further 2 per cent of stock between August 2003 and December 2005.
"The Panel considers that Hamish McHardy and Sundry Investments Limited may have been associates of Alan Thompson at the time of the acquisition of these shares in 2002 through to 2005," the Panel said.
The shareholdings of both Sundry and McHardy when taken together with Thompson may have resulted in associated parties controlling more than 20 per cent of the voting rights in Kerifresh.
Between July 28, 2004 and June 30, 2005 GMS Fulfilment - owned by former director Cowley - bought about 3.45 per cent of Kerifresh.
"It appears that these share purchases may have been funded by Hamish McHardy and may have been acquired for or at the request of Alan Thompson pursuant to an oral agreement reached between Graham Cowley, Hamish McHardy and Alan Thompson in or about 2004," the panel said.
Thompson did not comment yesterday.
PANEL HEARING
* Turners & Growers plans to take over Kerifresh.
* Company has complained to the Takeovers Panel.
* Complaint relates to trading in Kerifresh shares.
* Private meeting next week will hear the evidence.