By CHRIS DANIELS AND NZPA
Australian investment company Prime Infrastructure has had to sell a parcel of shares in its takeover target, Powerco, after a dressing-down from the Takeovers Panel.
Although it issued a formal takeover notice for Powerco on Monday, Prime yesterday had to sell off shares which made up just
over 1 per cent of Powerco's voting securities, at the panel's request.
The panel said it considered the recent purchase of just over 1 per cent of Powerco's shares by Prime's subsidiary, Prime Infrastructure Networks (Australia), might not have complied with the code.
Prime lodged a substantial security holder notice on September 15, notifying the market its subsidiary had bought the shares.
The purchase came after Prime had entered a lock-up agreement to buy a 53.6 per cent stake from majority shareholders New Plymouth District Council, Taranaki Energy Trust and Powerco Wanganui Trust for $2.15 a share.
The statement said Prime did not agree with the panel's view but sold the parcel as it wanted to proceed with its full takeover offer and did not want the delay of the matter being formally determined by the panel.
Meanwhile, Powerco's small shareholders are being offered a sweetener in the takeover bid by Prime Infrastructure.
They will be paid all in cash for their shares, not part cash-part bonds as the other shareholders have been.
Around 25 per cent of Powerco shareholders have stakes worth less than $1000. These people, many of whom were issued shares when local lines companies were privatised in the early 1990s, will be able to ask Prime to be paid all in cash.
In his letter to shareholders, Prime chief executive Chris Chapman said the company was committed to Powerco's head office staying in New Plymouth and to keeping up asset quality.
"Indeed, with our access to capital, we see opportunities to grow the Powerco business where previously we believe Powerco may have been constrained."
The bonds being offered by Prime as part-payment are unsecured, not rated by any credit rating agency and are perpetual - meaning there is no date that owners can ask to have them converted into cash. They pay an interest rate of 8.5 per cent.
"We realise there is a strong sense of community interest in the Powerco asset and a large shareholder base of 20,000 shareholders, of which a lot are small shareholdings," said Chapman.
The $2.15-a-share offer is at a premium to the market price for Powerco shares, which are trading at around $2.05.
Business Herald commentator Brian Gaynor said the debt securities being offered as part-payment by Prime "make our existing junk bonds look like Prime securities".
The indicative 8.5 per cent interest rate being offered was "far too low for an extremely high-risk security".
Independent directors have appointed Grant Samuel & Associates to put together an assessment of the Prime offer.
This, with the directors' recommendations, will be posted to shareholders next month.
Chapman said shareholders who waited too long should realise that they would not get the same offer as those who accepted the Prime deal.
"Shareholders needed to consider what would happen if they did not sell into the takeover, deciding to stay a minority shareholder."
By CHRIS DANIELS AND NZPA
Australian investment company Prime Infrastructure has had to sell a parcel of shares in its takeover target, Powerco, after a dressing-down from the Takeovers Panel.
Although it issued a formal takeover notice for Powerco on Monday, Prime yesterday had to sell off shares which made up just
AdvertisementAdvertise with NZME.