Takeovers Panel sees no code breach by Hellaby, Grant Samuel, rejects Bapcor request to investigate

Tuesday 15th November 2016

The Takeovers Panel says it won't accede to a request from Bapcor Finance to convene a meeting to look into alleged breaches of the Takeovers Code by Hellaby Holdings and its adviser Grant Samuel in urging shareholders to reject a takeover offer from the ASX-listed company.

Last Wednesday, Bapcor made a formal request for the panel to convene a meeting under section 32 (1) of the Takeovers Act to determine whether the code had been breached in relation to the offer. Hellaby has urged shareholders to reject Bapcor's offer of $3.30 a share, or $322.5 million, after Grant Samuel valued the company at $3.60-to-$4.12 apiece. Hellaby stock last traded at $3.29 and has gained 18 percent in the past three months, while the NZX 50 Index fell 8.5 percent. Bapcor made the offer on Sept. 27.

The panel met over the past two days "and, on the basis of the information available to the panel, including the information in Bapcor’s request and the preliminary submissions of Hellaby and Grant Samuel, the panel considered that there was no reasonable possibility that either Hellaby or Grant Samuel acted in a manner inconsistent with rule 64 of the Takeovers Code in respect of the allegations made. On that basis, the Panel has decided not to convene a meeting."

Preston, Victoria-based Bapcor made its offer on Sept. 27, amounting to an 8.9 percent premium to Hellaby's shares at the time, and said it had secured acceptances for 30 percent of the target via lock-up deals with Salt Funds Management, Accident Compensation Corp and Hugh Green Holdings’ Castle Investments. The takeover is a play for Hellaby's auto parts business and Bapcor has said it will sell the target company's equipment, resources and footwear businesses if successful.

Bapcor has said if it doesn't succeed in taking over Hellaby it plans to enter the New Zealand automotive market either organically or through another acquisition.

The company's shares fell 1.1 percent to A$5.20 on the ASX and have declined 9.3 percent in the past three months.

BusinessDesk.co.nz

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