KEY POINTS:
Turners & Growers has grabbed a large slice of Kerifresh through a share auction and will launch a full takeover for the Kerikeri-based fruit producer.
The auction, which closed at noon yesterday, was called for by the Takeovers Panel to deal with shares purchased in breach of the
Takeovers Code.
Turners & Growers chairman Tony Gibbs said the company's $2.10 a share bid for all 1.6 million shares up for auction had won, giving them the equivalent of 21.2 per cent of Kerifresh stock. The company already held 4.6 per cent of Kerifresh, taking its total holding to 25.8 per cent.
Turners & Growers had entered into a pre-bid agreement and would shortly launch a full takeover at the same price conditional on 50.01 per cent acceptance.
Gibbs was happy with the result overall "though I will admit it was a very bizarre way of getting there".
"The working together of Kerifresh and Turners & Growers should produce a strong distribution company from the North," he said.
NZX-listed Turners & Growers suspended a $2 a share takeover offer for Kerifresh in October after the Takeovers Panel found the code had been breached.
The Takeovers Panel found that Kerifresh managing director Alan Thompson, director Hamish McHardy, McHardy-controlled firm Sundry Investments, former director Graham Cowley and his company Iron Hills Vineyards, and Emma Jane Eastwood and her company Anbran Trustee Company had not complied with the Takeovers Code.
The panel found the parties had broken rules under which a person and their associates are not allowed to own or control more than 20 per cent of a company's stock without making a takeover bid or getting shareholder approval.
In November the panel also ruled that a bid for shares by Englishman Lawrence Fletcher did not comply with the code.
In December, the panel said shares bought in breach of the code had to be transferred to an independent broker for sale by auction, with proceeds, minus costs and expenses, remitted back to the Thompsons and McHardys.
High Court proceedings filed by Turners & Growers against shareholders in Kerifresh for costs and forfeiture of shares were "still on foot", Gibbs said.
Thompson did not make a bid. "I don't have the cash otherwise I would have," he said.