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Hutson, Archer should use Takeovers Code route to chase Abano, NZSA says

Monday 25th November 2013

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Abano Healthcare shareholder Peter Hutson and his associated interests should use the procedures laid out in the Takeovers Code if they are to pursue the company to ensure all investors are treated equally, says the NZ Shareholders Association.

Abano is holding its annual meeting in Auckland tomorrow morning and NZSA chairman John Hawkins said in a statement that the association would vote its proxies in favour of maintaining current ownership should Hutson/Archer attempt to promote their informal takeover offer.

Hutson, Archer Capital and shareholder James Reeves have a combined 19.99 percent of Abano and under their proposal a privatised Abano would have sold the balance of Bay International to Hutson for a nominal sum.

The board has rejected their offer to buy the rest of the company at $6.97 a share and proposed an alternative bull/sell offer for Hutson's 50 percent of Bay International, which Hutson to date hasn't responded to. The shares fell 1.5 percent to $6.80 on the NZX today.

Using procedures outlined in the Takeovers Code "would ensure transparency, fairness and the availability of an independent report to help guide shareholders when forming a view on the merits of any firm offer," NZSA's Hawkins said.

The rest of Abano's board convinced Hutson to step down as a director, citing conflict of interest. In his letter to shareholders ahead of the AGM, chairman Trevor Janes said the unsolicited, conditional proposal had been "a major distraction" for the company, creating "a significant amount of additional work and cost."

"Under a formal takeover bid, these additional costs are generally recoverable from the bidding party, but as the company has not received a takeover notice and the directors are not aware, nor have reason to believe, that a takeover offer is imminent, Abano is funding these not inconsiderable costs," Janes said.

The NZSA said it plans to vote undirected proxies in favour of resolutions at tomorrow's meeting including re-election of directors and an increase in fees for non-executive directors who take on additional workload for the company.

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