Published 25 March 2011
The High Court granted the Securities Commission interim injunctions yesterday to stop shares being transferred to limited partnerships associated with Bernard Whimp.
The commission said it was concerned the offers were misleading or deceptive in that they appeared at first sight to be made at above the market value of the shares, but the fine print disclosed the full payment wouldn’t be made for 10 years. The net present value of the offer was therefore much less than the nominal offer price.
The injunctions relate to the following offers, all dated around 15-18 March:
Carrington Securities LP, offer to buy shares in TrustPower LtdNZ Investment Securities LP, offer to buy shares in Vector LtdChase Securities LP, offer to buy shares in Guinness Peat Group plcCarlyle Securities LP, offer to buy shares in Contact Energy LtdEnergy Securities LP, offer to buy shares in DNZ Property Fund LtdFairfield Securities LP, offer to buy shares in Fletcher Building Ltd
Each of the partnerships and their general partner, Mr Whimp, are prohibited from acting on any acceptances they have received to those offers until further order of the court.
The commission’s allegation that the offers were misleading will go to a High Court hearing on Monday 9 May.
The commission said if the court determined that the offers were misleading it would seek to have them cancelled and any shares already transferred returned. If the court determined that the offers weren’t misleading, the shares could be transferred in accordance with the terms of the offer.
The commission said it would write to all shareholders who’d accepted a Whimp offer explaining the orders made and giving them the opportunity to write back saying they wanted to go ahead with their acceptance regardless of whether the court decided the offers were misleading.
The interim injunctions also prohibit any substantially similar offers being made and the court orders require the partnerships & Mr Whimp to provide the commission with information about these offers and other unsolicited offers made in December.
17 March 2011: New Whimp share offers more complicated
30 December 2010: Whimp’s latest discount bid is for Fletcher Building shares
10 September 2010: Tighter rules coming on directors & company registration
25 August 2010: Whimp gets 2.2 million DNZ shares with cut-price offer
U: The names behind the action, the week to 24 December 2006, part 6, Bernard Whimp banned
U: The names behind the action, the week to 6 March 2005, part 5, Whimp’s Yellow Box Public Storage folds, plus related liquidations & background
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Attribution: Commission release, story written by Bob Dey for the Bob Dey Property Report.