Forum Archive Index - October 2003

[James Pullen <james@embedded.co.nz>]

Ah, that makes sense. The recent Cedenco takeover was affected by this as 
well. Originally they thought that rule 56 applied, so outstanding 
shareholders had no right to object to the compulsory acquistion price. It 
subsequently emerged that a number of shares had been obtained outside the 
conditions of the offer, enough to cross the 50% threshold so rule 57 
applied instead, and outstanding shareholders did have the right to object. 
The results of all this haven't been announced yet as far as I'm aware, I 
don't know whether enough shareholders did object although I believe at 
least some were intending to. In this case the "fair range" determined by 
Grant Samuels was $2.14 - $2.74, and the offer price was $2.30.



At 09:18 a.m. 20/10/2003, you wrote:
>Again, let me just preface this with "i'm not a lawyer, but...."
>
>According to section 56 of the 2001 takeovers code ( 
>www.takeovers.govt.nz/code ) ...
>
>"Dominant owner through acceptances of offer :
>1. If a person becomes the dominant owner by reason of acceptances of an 
>offer (whether or not the dominant owner has also acquired equity 
>securities under rule 36), the consideration payable in respect of equity 
>securities in any class must be the same as the consideration provided 
>under the offer for equity securities in the same class.
>2. Subclause (1) applies only if acceptances of the offer were received in 
>respect of more than 50% of the equity securities that were the subject of 
>the offer in the class in respect of which the consideration is to be 
>determined. "
>
>Exceptions to this rule are outlined in Section 57 which goes on to state:
>
>"Determination of consideration in other cases
>1. If the consideration cannot be established under rule 56, the 
>consideration specified in the acquisition notice—
>a. must be a cash sum certified as fair and reasonable by an independent 
>adviser; "
>
>You can make up your own mind, but my understanding is that as this was an 
>offer for more than 50% then section 56 applies.
>
>Happy to be corrected.
>
>JJJ
>
>
>>From: Murray A <murray_a@clear.net.nz>
>>Reply-To: sharechat@sharechat.co.nz
>>To: sharechat@sharechat.co.nz
>>Subject: Re: RE: [sharechat] TransRail - last few shares
>>Date: Fri, 17 Oct 2003 17:18:58 +1300
>>
>>I asked the same question through the ask a broker archive and got this 
>>reply "
>>Unfortunately you're correct. If an acquisition achieves a 90% stake then 
>>you receive a note from the registry and a cheque for your shares, (at 
>>the takeover price)"
>>so who,s right? i already sold mine though.
>>murray
>
>_________________________________________________________________
>Need more speed?  Get Xtra Jetstream @
>http://www.xtra.co.nz/products/0,,5803,00.html !
>
>
>----------------------------------------------------------------------------
>To remove yourself from this list, please use the form at
>http://www.sharechat.co.nz/chat/forum/



----------------------------------------------------------------------------
To remove yourself from this list, please use the form at
http://www.sharechat.co.nz/chat/forum/