Seafresh Buyers did not Comply With the Takeovers Code

27 June 2002


The Takeovers Panel has determined that the purchase of shares in Seafresh New Zealand Limited (Seafresh) by four buyers on or about 10 June 2002 did not comply with the Takeovers Code.

The buyers, Ms Kate Foot, Kooiman Investments Limited, Mr Bruce McCullough and Pisces Holdings Limited, bought shares from Lim Family Holdings Limited which in total comprised 55.98% of the issued shares in Seafresh.

On 26 June the Panel held a meeting under the Takeovers Act 1993 at which it heard evidence from the four buyers, Seafresh and Lim Family Holdings Limited.

The Panel has determined that the purchases did not comply with the Code because the buyers acted in concert to buy the shares and each buyer is therefore, under the provisions of the Code, deemed to be the holder of more than 20% of the voting rights in Seafresh.

The Panel has extended the order issued on 19 June which restrains the four buyers from:

  • acquiring securities in Seafresh, or any interest in or rights relating to such securities; and
  • disposing of securities in Seafresh, or any interest in or rights relating to such securities; and
  • exercising, either jointly or severally, the right to vote attached to securities in Seafresh or any other right relating to such securities.

The order expires at 5.00pm on Thursday 18th July 2002.

The Panel's decision raises issues relating to the provisions of the Takeovers Act 1993 which allow the Panel to apply to the Court for various orders against parties that have not complied with the Code. The question of further action remains under consideration by the Panel.