Offer For Tri-city Properties Does Not Comply With Code

19 December 2003

The Takeovers Panel met on Wednesday 17 December 2003 to consider whether Dominion Retail Property Fund Limited complied with the Takeovers Code in relation to its current takeover offer for Tri-City Properties Limited.

Representatives of Dominion Retail, Tri-City and Farmers Mutual Investment Services Limited, the majority security holder of Tri-City attended the meeting.

The Panel determined that it was not satisfied that Dominion Retail's offer complies with the Code because it does not adequately specify the consideration payable under the takeover offer. The offer document includes a mistaken reference to a payment of $475 for accrued interest to 31 December 2003 on the mortgage bonds held by each security holder. This statement was misleading and caused confusion to security holders. The correct amount should have been $118.75.

The Panel does not consider that it would be in the interests of Tri-City security holders for Dominion Retail's offer to be withdrawn and started again. Instead the Panel considers that the offer terms should be clarified and all security holders who have accepted the offer be given the opportunity to revoke their acceptances.

So that security holders can properly consider the implications of the clarified offer terms and their right to revoke their acceptances, bearing in mind the holiday season, the Panel considers that the offer period should be extended to 30 January 2004. The current closing date is 31 December 2003.

Dominion Retail has given the Panel enforceable undertakings under section 31T of the Takeovers Act 1993 that it will

  • extend the offer period to 30 January 2004;
  • provide security holders who have already accepted the offer with the right to revoke their acceptances at any time until the offer closes; and
  • immediately advise security holders, in a letter approved by the Panel, of this outcome.

The full text of the Panel's determination is available on the Panel's website at www.takeovers.govt.nz