By NZPA
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Thursday 18th July 2002 |
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The panel said in a statement that Kooiman Investments, headed by Michael Kooiman, Pisces Holdings, owned by Paddy Marra, Bruce McCullogh, and Kate Foot acted "in concert", not separately, in purchasing their stakes.
"By not complying with the code the buyers had denied Seafresh shareholders the right to vote on the merits of the acquisition or to receive an offer at the same price," the panel said.
The buyers have been given the chance to apply for an exemption from the Takeovers Code, to be approved at a meeting of non-interested Seafresh shareholders.
The shareholder meeting would have to be held before September 30, shareholders would have to receive an independent adviser's report, and the four shareholders involved would have to pay the costs of the meeting and the report.
"If approval is not given by the non-interested shareholders, the buyers will remain outside of compliance with the code. If that were to occur, the panel would take such action as it considered appropriate."
That could include a penalty, or forfeiture of the shares totalling 55.98 percent of the company.
"The panel has taken the approach it has because the buyers' non-compliance with the code appears to have arisen from a misunderstanding of the code rather than an active attempt to avoid compliance," the panel said.
In addition, the shareholders have to pay fees and costs of $40,000 covering the panel's meeting leading up to the decision.
The panel met last month with former Brierley executive Mr Marra (19.79 percent stake), Mr Kooiman (19.79 percent), Mr McCullogh (14.48 percent), and Ms Foot (1.89 percent).
On June 11 the Lim family, 56 percent stakeholders in Seafresh, announced it had sold almost all its shares to the four investors.
Mr Marra has been appointed chairman and director of Seafresh, and Mr Kooiman is now a director.
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