Archive for the ‘General’ Category
Monday, November 25th, 2013
Ahead of tomorrow’s AGM, the Shareholders Association has commented on the unsolicited expression of interest in purchasing the company from Peter Hutson, (a former director of Abano until he was asked to resign by the other members of the board) and associated interests, notably Australian private equity firm Archer Capital.
NZSA Chairman, John Hawkins says shareholders do not at this time have any direct input to the process, but the current board have made it very clear that they consider the indicative offer totally inadequate. Hawkins said that regardless of the merits or otherwise of the Archer/Hutson proposal, NZSA is very concerned that it has not been progressed down the pathway set out in the Takeovers Code. This legislation is designed to protect shareholders by ensuring they are all treated equally.
Hawkins said that should an attempt be made at the AGM by Archer/Hutson representatives to introduce any matters to the meeting with regard to this takeover offer, it would be the Associations intention to vote in a way that maintains the current ownership. If the opportunity arises, we will also advise Mr Hutson and his associates that should they want to pursue their proposal, the appropriate process is to make an offer using the procedures outlined in the Takeovers Code. This 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.
Archer/Hutson has also called on Abano to allow Archer, a potential competitor, to carry out due diligence even though no formal offer is on the table. Hawkins said that as a public company Abano is required to meet reporting standards and ongoing disclosure of material matters. Other shareholders make their investment decisions on the basis of this publicly available information and in our view, in the absence of a formal offer to all shareholders, the same should apply to Archer/Hutson said Hawkins.
Hawkins said that in the Associations view, the current Abano boardmembers appear to have the interests of all shareholders at the forefront of their thinking. Subject to any last minute information being received, the NZSA intends to vote undirected proxies it holds In favour of all resolutions including the re-election of existing directors and an increase in fees for the purposes outlined in the notes to the meeting.
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Friday, November 15th, 2013
NZ Shareholders’ Association Chairman, John Hawkins said today that the NZSA will oppose the proposed increase in the A2 Corporation directors’ fee pool at A2’s AGM on 19 November. “An increase of $350,000 (140%) in the fee pool, from $250,000 to $600, 000 is simply too much” he said.
Listed in 2004, A2 provided little, if any, enduring shareholder return until mid 2010. Hawkins said the NZSA acknowledged that since then shareholders have enjoyed strong returns through the increased market value of their shares and it took this into account when reaching a position.
He said the Association also recognised that A2 director’s fees needed to rise from the level they were at in 2011. Since then, large increases in fee payments had occurred in both the 2012 and the 2013 financial years which viagra no prescription had largely redressed the position, he said.
Hawkins says the NZSA is not opposed to some further increase this year, particularly since allowance needs to be made for the appointment of an additional director. However, concern over the extent of the fee rise has led to the Associations current concern, with A2 proposing to pay non-executive directors $60,000 (an increase of 76%) and the Chairman $100,000 (an increase of 41%).
Hawkins says that the NZSA has carried out its own comparative analysis of directors’ fees across a range of similar sized NZX listed companies. The NZSA believes that for A2, an increase in the non-executive directors’ fee to $50,000 (a 47% rise) and the chairman’s fee to $90,000 (a 27% rise) would more appropriately reflect a fair market value. After allowing for an additional director, $390,000 would then be required in the current year. In the NZSA’s view the total amount should be no more than $500,000 rather than the $600,000 proposed. A pool of $500,000 would still allow plenty of flexibility to increase fees, if performance warranted this over the following one or two years said Hawkins.
The company is also seeking shareholder approval for a potentially material agreement with Pactum Australia, a wholly owned subsidiary of related party and A2 shareholder, Freedom Foods Group. Hawkins says that while related party deals can often be problematic, the independent appraisal report issued with the Notice of Meeting suggests that the key issues have been adequately covered, although shareholders may have some reservations around the term of the deal and some of the details. Hawkins said that after careful consideration, the Association would vote in favour of the proposed agreement although that would be subject to review if new information came to hand in the interim.
With regard to the other AGM resolutions, Hawkins said that the Association would support the re-election of Clifford Cook and David Mair, and the election of new director Julia Hoare to the board.
A2 also proposes to change its constitution so that the maximum number of directors can be increased from 7 to 8. Hawkins noted that it was important that the company had the scope to add appropriate skills at board level as it continues to grow internationally, and said the NZSA would support this change.
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Thursday, September 12th, 2013
New company offers public access to early-stage private company investment
Auckland, 22nd August 2013 – Punakaiki Fund today registered its combined investment statement and prospectus (the “Offer Document”) for an initial public offering of ordinary shares, seeking to raise $20 million, with the ability to accept oversubscriptions of up to an additional $30 million, to invest in New Zealand’s vibrant internet and technology sectors.
The Offer Document can be downloaded at www.punakaikifund.co.nz
Punakaiki Fund intends to invest in early stage and emerging New Zealand internet, technology and design-led growth businesses, generally well before they reach the public markets. The minimum investment for the offer is $2,000, making an investment in Punakaiki Fund accessible to a wide range of New Zealanders.
Lance Wiggs Capital Management (“LWCM”) will manage Punakaiki Fund’s investments. Principals of LWCM, Lance Wiggs and Chris Humphreys, bring extensive experience of founding, investing and advising emerging technology, internet and design-based companies.
“We want Punakaiki Fund to be the investor of choice for founders of the next generation of innovation-led New Zealand companies,” says Lance Wiggs, a director of Punakaiki Fund, an early advisor to Trade Me and an investor in Vend. “We see ourselves as part of the start-up and growth stage business community, and we intend to work collaboratively with founders before, during and after investments. We expect to offer very fair and simple investment terms, and, like the greatest investors, are committed to investing for the long term and so are not looking for premature conversations about exit strategies.”
Punakaiki Fund has already received strong interest, with over 450 members of the public expressing an interest in investing over $7.7 million viagra online canada pharmacy through the pre-registration website.
“We are confident in the number and quality of privately-held high growth companies in New Zealand. We also see that any well-diversified portfolio should have a mix of asset classes, and believe that Punakaiki Fund is essentially alone in this space for public investors,” said Lance Wiggs. “This is unashamedly a high risk, long term capital return investment category, and we are not offering short term dividend streams. We will aim to focus on investing where we can help founders and management teams steadily build toward the billion dollar businesses that the late Sir Paul Callaghan rightly identified that New Zealand needs.”
“The economic potential for New Zealand from innovation-based growth is exciting, and Punakaiki Fund aims to help accelerate that growth, and help write a new generation of business success stories”, says Wayne Hudson, one of Punakaiki Fund’s two independent directors.
Sandy Maier, also an independent director says, “Lance Wiggs and Chris Humphreys bring strong financial and business qualifications and experience, but, unusually, also have hands-on experience with early stage companies. Lance has been very actively involved as a founder, advisor and investor in the target internet, technology and design-led sectors, and his networks will drive Punakaiki Fund’s early investments.”
Punakaiki Fund has not sought assistance from the Government-backed Venture Investment Fund (NZVIF), with Wiggs adding, “We’ve therefore given ourselves the ability to operate far more effectively and simply, and see this as a strong competitive advantage when it comes to investing in what we think are the best companies.”
The offer will open for applications on the 30th August, or later if FMA extends the “consideration period”, and close on 2nd October. Investors must receive a copy of the Offer Document before subscribing under the offer. After completion of the offer, Punakaiki Fund is not listing on the NZX, but will instead offer a share trading facility through Link Market Services. The directors note that there is no guarantee that a liquid market will be created through this facility. Potential investors are advised to read the Offer Document carefully before making any investment decision and to consult an authorised financial adviser for investment advice. None of the persons named (nor any other person) guarantees the offer or the shares.
Read more at www.punakaikifund.co.nz
Punakaiki Fund Limited
0272 795 742
Thursday, July 25th, 2013
The Financial Buy levitra lowest prices Markets Authority (FMA) today confirmed that it has filed and served civil proceedings against Brian Peter Henry alleging market manipulation of shares in the NZX-listed Diligent Board Member Services.
The proceedings contain six claims alleging certain orders and trades made by Mr Henry in 2010 breached the market manipulation provisions of the Securities Markets Act. FMA’s investigation followed a referral from NZX.
FMA Head of Enforcement, Belinda Moffat, said this is the first market manipulation case to be taken in New Zealand.
“Market manipulation interferes with the integrity of New Zealand’s financial markets and harms the function of open, transparent and efficient capital markets,” said Ms Moffat.
Brian Henry was a founding member of Diligent. He left the company in March 2009.
The maximum fine for breaching the market manipulation provisions of the Securities Markets Act is $1,000,000 for each contravention.
The next step will be for Mr Henry to file his statement of defence.
Monday, June 10th, 2013
From 30 June 2013, FMA’s role as a supervisor will be to monitor compliance with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act), including assessment of the adequacy and effectiveness of reporting entities’ systems and controls, to detect and deter money laundering and terrorist financing, and to take action where these fall below the expected standard.
Click here to see the report outlining FMA’s priorities for monitoring reporting entities under the AML/CFT Act.
FMA is working on the Financial Markets Conduct Bill (FMC Bill). This is currently before Parliament and is the last major step in the reform of financial markets legislation in New Zealand. The Bill will govern how financial products are created, promoted and sold, and the ongoing responsibilities of those who offer, deal and trade them. It will also regulate the provision of certain financial services.
General obligations review of NZX report
Earlier this week FMA released the report on General Obligations Review of NZX. The report summarises generic levitra no prescription FMA’s assessment of compliance by NZX with its obligations. To view the report click here.
Friday, April 12th, 2013
The Mighty River Power Share Offer is expected to open for applications on Monday, 15 April 2013.
You can view, download or print the Share Offer document from within New Zealand at
When the Share Offer opens, shares can be bought directly. All applications for shares must be made on the application form accompanying the Share Offer document.
1. What is the Mighty River Power Share Offer?
The Government is planning to sell up to 49% of four state owned energy companies. These partial sales are expected to be achieved through a series of public share offers. New Zealanders will have the opportunity to buy shares in the companies.
The first of these sales is for shares in Mighty River Power Limited (MRP offer). The Government will sell up to 686 million shares in Mighty River Power and has said the shares are likely to list for between $2.35 and $2.80 a share. More information on the Government’s mixed ownership model programme, of which the MRP offer forms part, can be found at www.governmentshareoffers.govt.nz
2. Can I still buy shares if I did not pre-register?
Potential investors from New Zealand were invited to register their interest in the MRP offer on the Government’s website without any obligation to purchase shares, in order to help the Government gauge levels of interest in the offer.
Pre-registration was not necessary in order to buy shares. New Zealanders’ who did pre- register however, will be eligible for up to 25% more shares than someone who did not pre- register, in the event of scaling due to demand exceeding the number of shares available.
3. Do I need financial advice and when should I get this?
FMA encourages all potential investors to be fully informed before making decisions about investing.
If you are considering whether or not to invest, the most important source of information is the MRP offer investment statement and prospectus, available at www.mightyrivershares.govt.nz. These are available now so investors and their advisers have time to read information about the offer before making an investment decision.
Look first at the ‘Answers to Important Questions’ section which outlines the basic information you need to know, including: who is providing the offer; how much you will pay for the shares; the likely returns; the procedures and timeframes for making the investment; and the main investment risks.
Make sure you take time to read the offer document before you decide whether or not to invest. If you have more questions or don’t understand what you are being invited to invest in then seek financial advice – see ‘What sort of financial advice should I obtain and who can provide this for me?’
More information on investing in shares can be found at:
4. What sort of financial advice should I obtain and who can provide this for me?
There are two different types of advice relevant to the MRP offer:
Personalised advice – this is advice tailored to your personal circumstances about whether the shares are suitable for you, and can be provided by an Authorised Financial Adviser (AFA).
Class advice – this is generic advice relevant to a group or ‘class’ of people with similar characteristics and circumstances as you (such as age and risk appetite) and can be provided by an AFA, a Registered Financial Adviser (RFA) or a QFE Adviser (such as an adviser employed by a broker, bank or other financial institution). Class advice might also be issued generally by an entity such as a financial institution or bank. Class advice does not take into account your personal situation.
Ask the person who is providing you with advice to explain what sort of advice they are providing. If they can’t give you a satisfactory explanation, then you may want to consider changing your adviser.
5. Do I have to obtain financial advice before I invest in MRP?
No, not necessarily. You can purchase shares on an ‘information only’ basis (sometimes called ‘execution only’ or ‘direct’) through a broker, or through some banks who are involved in the MRP offer or through other financial institutions. You can also purchase
shares directly. You should however take steps to ensure you are fully informed about the MRP offer. See below: ‘What else should I do before I make any decisions?’
6. What else should I do before I make any decisions?
We encourage all investors to understand what they are investing in. The best way to do this is to read the investment statement and prospectus. Start by looking at the Answers to Important Questions section in the investment statement: who is providing the offer; how much you will pay for the shares; the likely returns; the procedures and timeframes for making the investment; and the main investment risks. If the investment statement and prospectus have been combined into one document then you will find this important information at the front of the document and more detailed information on each of these topics as you read further into the document.
7. What if I don’t have a financial adviser or an existing broker?
You can find a list of Authorised Financial Advisers on FMA’s website at: /help-me- invest/getting-financial-advice/find-an-adviser/
You can find a list of brokers here: https://www.nzx.com/investing/find_a_participant 8. How do I know if I am a wholesale or retail investor?
Most ‘ordinary New Zealanders’ are likely to be classed as ‘retail investors’ and are entitled to the full protections that are available in law when they make an investment. For example, they are entitled to receive the offer document containing required content, disclosure from their financial adviser and access to a dispute resolution scheme.
Experienced or habitual investors, or investors (such as companies or other entities) who meet certain prescribed asset criteria can be classed as ‘wholesale’ for investment and financial advice purposes and are not entitled to all those protections.
If you have been advised that you are buy viagra with discount a wholesale investor (or you have previously certified yourself as an eligible investor), and you are not sure what this means for you and for this offer, please talk to your adviser or broker about whether this classification is appropriate for the MRP offer. If they can’t give you a satisfactory explanation, then you may want to consider changing your adviser.
9. Is this investment guaranteed by the Government?
No. The Government is selling the shares but this does not mean that it guarantees future returns from MRP shares or otherwise guarantees your investment. Look carefully at the sections in the investment statement and prospectus about returns and risks and look at the prospective financial information sections for the issuer’s assessment of likely future prospects. Ask your financial adviser or broker to guide you through these sections if you are unsure.
10. Where can I find more information about investing generally?
You can find more information on investing, including goals and risk tolerance, developing an investment plan, choosing an investment and risks involved in investing at: /help-me- invest/investing-basics/
11. Where can I find more information about the offer?
Further information about the MRP offer can be found at:
Monday, November 19th, 2012
New Zealand Shareholders Association Chairman John Hawkins said today that people would continue to be caught up in investment company collapses unless the government made some changes to the Financal Markets Conduct Bill now before the House. He was speaking in the wake of the Ross Asset Management debacle, something he said could be similar in scale to the Madoff ponzi scheme in the USA after adjusting for the size of the capital markets.
Hawkins said that for some reason, politicians and officials seemed to believe that because someone invested $500,000, they were financial experts, something that is patently nonsense in the Associations view. As both existing and the proposed law stands, these people are effectively buy xenical online canadian automatically opted out of the normal investment disclosure requirements which the Association think is ridiculous. He said the Association was promoting an active opt out arrangement whereby all investors would be required to complete a certificate indicating they understood the protections they were giving up before investing in schemes that did not provide full documentation such as prospectuses.
This “pause and consider” approach should cause wealthy but non expert investors to think more about their actions while not creating an unreasonable a barrier for true experts, he said, adding that this approach would not be a cost burden for smaller issuers or closely related parties who were concerned at the potential expense of providing full disclosure documentation.
Hawkins said that the average client of Ross Asset Management had more than $500,000 invested and may have been excluded from receiving comprehensive disclosure. If they had that information, it may have affected their decision to place money with the company.
Currently, a lot of people end up with large sums to invest following the sale of property, but in time we will have many more cashing in big amounts from KiwiSaver. It is essential that hard working people, who may have little or no
investment skills themselves, are protected. Legislation needs to be put in place now, rather than trying to paper over the cracks after some future disaster, he said.
Hawkins said the NZSA was appalled that companies like Ross Asset Management who accepted funds from the public apparently did not have to have their accounts fully audited. This is entirely unacceptable and if true, we expect the government to correct this anomaly as a matter of urgency.
He added that no amount of legislation or regulation could ever prevent determined fraudsters, but the Association finds it frustrating that some simple, practical and cost effective protections are proving so hard to have adopted.
Wednesday, October 31st, 2012
The New Zealand Shareholders Association said today it would vote discretionary proxies it holds in favour of the non binding winding up motion proposed by Elevation Capital. This is due to be put to Marlin Limited shareholders at the company’s annual meeting tomorrow.
Association Chair John Hawkins said that while there had been claims and counter claims around the performance of the company’s external manager, Fisher Funds, the Association believed the real issue related to whether the way that Marlin was structured was in the best interests of shareholders.
On the 17 October, the Elevation Capital motion was notified to the Stock Exchange. On the same day Marlin announced that the management contract with Fisher Funds had been renewed for a further five years. Hawkins said that Marlin claimed that there were no grounds for the independent directors not to renew the agreement, but NZSA legal advice indicates that nothing in the contract prevented the board from obtaining an independent appraisal of the manager’s performance. In our view, this would have been sensible after a free viagra sample five year period, whether or not the Elevation proposal had arisen said Hawkins. He added that this would have also clarified the conflicting claims from the company, the Manager and Elevation which are very difficult for shareholders to compare and sort out.
Hawkins said there was clearly potential for a conflict of interest with a representative of the Manager sitting on the board of Marlin. The recent sudden departure of two experienced and respected independent directors along with the appointment of a new portfolio manager had also concerned some shareholders. The remaining independent directors sit on two other investment companies run by the same manager and this has inevitably led to questions about their independence, he said.
In the circumstances the Shareholders Association believes it is in the best interests of all shareholders that this whole matter should be revisited. The logical way to achieve this is to vote in favour of the non binding winding up resolution. With enough support, Hawkins said he hoped this would result in the Marlin board seeking an outside review to determine the best way forward. Whether this is to wind up the company, modify the existing management arrangements or retain the status quo remains to be seen he said.
Hawkins said that as a result of the issues raised in this case, the Shareholders Association would be writing to NZX. We want them to consider a listing
rule change so that directors holding multiple board seats run by the same external manager will not be deemed independent. This is the case in the UK, he said.
We are also looking at whether it is appropriate that a representative of the external manager should sit on the board of investment companies, he said.
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Friday, October 19th, 2012
The New Zealand Shareholders Association announced today that it would not be facilitating public meetings for FPA shareholders.
Hawkins said that today’s announcement of an improved offer, the positive recommendation by the independent directors and the acceptance by a number of large institutions meant the takeover was now bound to succeed. He said this crystallised the situation for retail investors who will need to decide whether to sell or potentially remain as minority shareholders.
Chairman John Hawkins said that while 75% of those contacting the Association were in favour of having a
forum to exchange views, the total numbers were well short of what was required to justify the cost. The response indicates that most shareholders felt there is enough information available to them. Earlier media articles suggesting wide support for such meetings were clearly not a true reflection of the feeling of the vast majority, he cheap canadian viagra said.
Hawkins said the Shareholders Association would be circulating information to its own members setting out some of the issues they need to consider when thinking about what to do. Ultimately however, they
would have to make their own decision based on their particular situation and assessment of the options.
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Friday, July 20th, 2012
The New Zealand Shareholders Association today voiced its approval of the Methven board decision to align director’s fee increases to company profits. The company announced yesterday that there would be no increase unless profits were lifted 20%.
NZSA canada pharmacy Chairman John Hawkins said he had spoken with Methven cheap car repairs chairman Phil Lough, and would be sending a formal note to the board applauding the decision. They have set a high hurdle, but clearly this action indicates the directors believe both they and the company are up to the task he said.
The Shareholders Association had been promoting this sort of linkage for a number of years and it was encouraging to see traction being gained. We actively engage with directors around the whole topic
of remuneration and have certainly noticed a considerable change in attitude in the last couple of years, said Hawkins.
He added that the Association had no problem with high rewards for high performance, but remained concerned about the disconnect in a number of cases.
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