NYSE suspends trading in Agria, PGW's biggest shareholder

Shares in NY-listed Agria, which is PGG Wrightson's biggest shareholder, have been suspended.

Alan Lai's Cayman Islands-registered Agria Corp, which owns just over half of New Zealand rural services group PGG Wrightson (PGW), has had its shares suspended from trading on the New York Stock Exchange (NYSE) for what the exchange alleges was management's attempts to artificially inflate Agria's share price.

In a statement, Agria said it had received a letter saying that the NYSE would start proceedings to delist Agria's depositary shares and advising that trading of Agria's shares on the exchange had been suspended.

The company said it had received a request for information from the exchange on July 13 in connection with a review of the company's compliance with the NYSE's minimum price requirements and trading activity. The company said had been working with the exchange in responding to its request for information.

The NYSE also said it had uncovered evidence demonstrating that the company and its management engaged in operations "contrary to the public interest" and not in keeping with sound public policy pursuant to requirement of exchange's Listed Company Manual.

"NYSE stated that it identified evidence indicating that the company (i) through a top executive and other intermediaries engaged in trading intended to artificially inflate Agria's stock price, including to improperly avoid having the company delisted for failing to comply with NYSE's continued listing standards requiring companies to maintain an average stock price of at least US$1.000 per share over a consecutive thirty-day trading period; and (ii) provided incomplete, misleading, or false information in connection with investigations related to these issues," Agria said in a statement.

"The company is in the process of obtaining additional information about the circumstances of the NYSE allegations and considering additional options, including filing an appeal to the committee of the board of directors of the NYSE challenging the commencement of delisting proceedings," Agria said.

Agria's American Depositary Shares last traded on the NYSE at US0.85c.

Agria indirectly holds 50.22 per cent PGG Wrightson (PGW) through Agria (Singapore).

The independent directors of PGW, Bruce Irvine, John Nichol and Ronald Seah have reformed as a Committee to consider and assess the implications, if any, that the subject matter of the announcement may have on PGW, PGW said in a separate statemen to the NZX.

"Mr Irvine said that the Committee would continue to monitor matters and would update the market if there are any material developments that may require consideration by PGW shareholders," the company said.

Last December Agria received a subpoena from the US Securities and Exchange Commission in connection with a "non-public" investigation. The commission's subpoena was focused on, among other things, Agria's historic and ongoing business operations in China, Agria said.

"The subpoena advised that the existence of the investigation should not be construed as an indication by the SEC or its staff that the company or any of its officers or directors had violated any of the federal securities laws," Agria said.

In April, PGG Wrightson said its chairman Guanglin "Alan" Lai had withdrawn his non-binding takeover offer for Agria.

In theory, a successful bid by Lai for Agria could have triggered a full takeover of PGG Wrightson by Agria under the New Zealand takeovers code.

PGG Wrightson, which has annual turnover of about $1.3 billion and which employs around 2200 staff, is big in grass seed and is well represented across the New Zealand agribusiness spectrum, from horticulture to real estate.

Agria describes itself as a global agricultural company involved in areas such as seeds and grain, crop protection, nutrients and merchandise and rural services.

In August, Christchurch-based PGG Wrightson reported that its net profit rose to $39.6 million in the year ended June 30, from $32.8m a year earlier. PGW's shares last traded on the NZX at 48c.