Tuesday 24th January 2017
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Senior executives at Hellaby Holdings sold down their stakes in the business to suitor Bapcor just days after the independent directors ended months of opposition to the takeover.
Just one non-executive director has held onto some of his shares in Hellaby, documents filed with the NZX show.
Alan Clarke, Hellaby's chief executive and managing director sold his entire stake of 106,000 shares on Jan. 18 for $381,600. Hellaby's independent directors backed the offer from ASX-listed Bapcor of $3.60 a share on Jan. 16, after the offer went unconditional and Bapcor secured more than 50 percent of the company's shares. In September 2016, when the bid was first announced at $3.30 a share, Clarke told BusinessDesk that he didn't disagree with commentary that the bid was opportunistic.
Clarke joined Hellaby in November 2015 from Abano Healthcare, where he had successfully fended off multiple takeover bids. He remains managing director of Hellaby to help manage the change in ownership.
The only executive who didn't sell down his entire holding was Paul Byrnes, who has been a non-executive director at Hellaby since 2003. The documents show that he sold just 20,000 shares to Bapcor for $72,000 on Jan. 18. This reduced his stake to 980,086 shares, or 1 percent of Hellaby's shares, from 1,000,086 shares. At the price of $3.60 a share, Byrnes stake remains worth $3.52 million.
Byrnes, alongside former chairman Steve Smith, are staying on as independent directors until the takeover closes. Smith, sold his stake of 200,000 shares on Jan. 19 for $720,000.
Richard Jolly, Hellaby's chief financial officer and company secretary sold his stake of 150,000 shares on Jan. 19 for $540,000.
Mark Cowsill, a former director resigned on Jan. 23 following the boardroom changes instigated by the new majority owner. He sold 10,000 shares on Jan. 19 for $36,000.
Gary Mollard, another former director, sold his stake of 32,648 shares for $117,533 on Jan. 19. He also resigned on Jan. 23.
James Sclater sold his 145,701 shares for $524,524 on Jan 18. He also resigned on Jan. 23.
As at Jan. 24, Bapcor holds 83 percent of Hellaby and is seeking 90 percent so it can take full ownership and de-list the company from the NZX. The closing date for the takeover offer is Feb 7. Hellaby shares were unchanged at $3.58, while Bapcor was also unchanged on the ASX at A$5.47.
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