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10 October 2007
The Takeovers Panel met today to consider a complaint received from Turners and Growers Limited concerning various transactions in the shares of Kerifresh Limited that have taken place since 2002.
Kerifresh Limited is a major producer of lemons and other citrus fruit with its operations centred on Kaipara in Northland. It is a code company because of its size and number of shareholders. It is not listed on a registered exchange.
Turners and Growers is a listed company. It gave notice of its intention to make a full takeover offer for Kerifresh under rule 41 of the Code on 1 October 2007.
Turners and Growers allege that various transactions since 2002 involving in particular Alan Thompson (Managing Director of Kerifresh), Hamish McHardy (director of Kerifresh) and Graham Cowley (former director of Kerifresh), and companies that are or may be associated with them, have acquired shares in Kerifresh other than in compliance with the Code.
The Panel considers that various parties namely: Alan Dougal Thompson and his wife Helen Thompson in their own right and as trustees of the Thompson Family Trust; Harold Burcham Thompson and his wife Helen Thompson; P Hamish McHardy and his wife Audrey McHardy; Sundry Investments Limited, a company owned and controlled by the McHardys; Graham Cowley and his company Iron Hills Vineyards Limited (formerly GMS Fulfilment NZ Limited); and Emma Jane Eastwood and her company Anbran Trustee Company Limited, may not have acted or may not be acting and may intend not to act in compliance with the Code by obtaining shares in Kerifresh in a manner which may not have complied with the fundamental rule of the Code.
In the case of Hamish McHardy and Alan Thompson, the Panel considers that they may have been knowingly concerned in, or been a party to, what may have been acquisitions of shares in Kerifresh made otherwise than in compliance with the Code.
The Panel has decided to convene a meeting under section 32 of the Takeovers Act 1993 to determine whether to exercise its powers under that section of the Act. The meeting will be held in Auckland on Tuesday 16 October 2007. It will be a private meeting. The full text of the notice of meeting is available on the Panel's website.
The Panel has issued a number of interim restraining orders preventing the acquisition or disposition of Kerifresh shares by most of the parties named above, and also preventing them exercising the voting rights attached to their shares. Kerifresh has also been restrained from registering any transfers of shares by these parties. The text of the Panel's restraining orders is also available on the Panel's website.
Attention is drawn to section 31V of the Takeovers Act 1993.