Perry to appeal court order to forfeit, sell Rubicon shares

By NZPA

Friday 14th March 2003

United States hedge fund Perry Corp will appeal a High Court order that it forfeit 12 million shares in Rubicon and sell a further 24 million shares.

Justice Potter said in her decision released this afternoon that Perry is to forfeit 12 million of its voting securities in Rubicon, and must sell on-market, at "arm's length" a further 24 million Rubicon shares within 180 days.

Craig Stevens of Phillips Fox, acting for Perry Corp, said Perry indicated it would appeal the entire ruling.

"They have had advice from us that they should appeal the entire judgement, and have indicated that they will," Mr Stevens told NZPA.

"We are surprised, and don't agree with the judgement."

Perry has to lodge an appeal within 28 days, but was likely to act sooner than that, he said.

Justice Potter's orders also allowed GPG to increase its Rubicon stake to 20.9 percent from 19.99 percent without invoking a full takeover offer, and would reduce Perry's ownership to 7.2 percent.

Cancelling the 12 million shares would automatically push GPG's stake over the 20 percent threshold.

GPG director Tony Gibbs said the ruling was "a great day for GPG and a great day for New Zealand's securities legislation".

Today's ruling is part of the acrimonious legal battle that GPG launched last year in which GPG alleged Perry, a multibillion-dollar hedge fund, concealed the size of its Rubicon shareholding.

GPG alleged that Perry hid a 16 percent shareholding in Rubicon through equity swaps with two merchant banks, UBS Warburg and Deutsche, in June 2001, breaching securities laws requiring disclosure of stakes bigger than 5 percent.

During the case, GPG said it was unaware when it increased its stake in Rubicon in July that Perry had a holding as large as 16 percent.

In January, Perry increased its stake to 19.81 percent of Rubicon, or a total of about 55 million shares.

Under today's ruling, Rubicon is not able to make payments to Perry in relation to the 24 million securities to be sold, and any distributions must be made pro-rata to the holders of the remaining shares in Rubicon.

No associate of Perry may acquire those shares.

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