Takeovers Panel to meet on Dominion Retail's offer for Tri-City

10 December 2003


The Takeovers Panel will hold a meeting to determine whether Dominion Retail Property Funds Limited has complied with the Code in relation to its current takeover offer for Tri-City Properties Limited.

Dominion Retail made a takeover offer for all the parcels of shares and bonds issued by Tri-City on 2 December 2003. The offer stated that the amount payable in respect of each bond included:

"an additional cash amount equal to the amount of interest accrued but unpaid in respect of the bond on the later of 31 December 2003 or the date on which the acceptance is received. For acceptances received at any time on or prior to 31 December 2003, this additional cash amount will be $475 per bond."

Dominion Retail sent a letter to Tri-City security holders on 5 December 2003 stating that the additional cash amount was incorrect. The letter stated that:

"The amount of interest that will be accrued but unpaid on each bond as at 31 December 2003 will be $118.75. This is the amount of the final quarterly interest payment due in respect of each bond and represents the balance of the $475 annual interest. Therefore, for acceptances received at any time on or prior to 31 December 2003 the additional cash amount…will be $118.75 and not $475."

The Panel considers that Dominion Retail may not have acted or may not be acting or may intend not to act in compliance with the Code, by

  • failing to adequately specify the consideration payable under the takeover offer; and
  • by sending the letter to Tri-City security holders stating that the additional cash sum for acceptances received on or prior to 31 December 2003 would be $118.75 rather than $475.

A formal notice of the meeting is available on the Panel's website at www.takeovers.govt.nz

The meeting will be held in Wellington on Wednesday 17 December 2003. It will be a private meeting. Any shareholder of Tri-City who wishes to attend should contact the Panel attakeovers.panel@takeovers.govt.nz at least one day before the meeting.