Hellaby Holdings will delist from the NZX by March 8, after ASX-listed auto firm Bapcor succeeded in its $352 million takeover of the diversified investment group earlier this month.
Shareholders had until 11:59pm yesterday to accept or reject Bapcor's $3.60 per share offer. As at 8:30am, Bapcor held 94.16 per cent of Hellaby shares, beyond the 90 per cent threshold that allows it to compulsorily acquire the remaining shares. Bapcor had already lifted its holding above 90 per cent as of February 1. The shares last traded at $3.57.
Bapcor has said it plans to sell Hellaby's resources and footwear businesses, using the remaining automotive division as a foothold in the New Zealand market, where car sales have been hitting record levels over the last three years due to a rapid increase in population and fast growing economy.
All of the existing directors and former directors of Hellaby have sold into the offer. Bapcor took control of the boardroom in January, naming Bapcor chief executive Darryl Abotomey as chair and appointing its chief financial officer Gregory Fox, general manager of strategic business development Matthew Cooper, and independent director Margaret Haseltine.
Hellaby's independent directors Steve Smith and Paul Byrnes will resign today, once the compulsory sales process starts, leaving five non-independent directors, only one of whom will be ordinarily resident in New Zealand.
NZX has temporarily waived requirements that the board have at least two NZ-based directors and that at least two be independent, until the target delisting date of March 8. The regulator said requiring Hellaby to appoint interim directors would be a disproportionate compliance burden with limited benefit to shareholders.