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| Company |
Code |
Released |
Type |
Headline |
| Turners & Growers Limited |
TUR |
1 Oct, 2007, 13:00 |
TAKEOVER |
OFFER TO PURCHASE 100% OF THE SHARES IN KERIFRESH
LIMITED |
| Full Text of Announcement |
OFFER TO PURCHASE 100% OF THE SHARES IN KERIFRESH
LIMITED
On 1 October 2007, Turners and Growers Horticulture
Limited ("T&G"), a wholly-owned
subsidiary of Turners & Growers Limited, advised
it would make a full takeover offer for all of the
shares in Kerifresh Limited ("Kerifresh")
which it does not already hold.
The offer is conditional on T&G receiving
acceptances in respect of Kerifresh shares that, when
taken together with the Kerifresh shares already held
or controlled by T&G, confer more than 50% of the
voting rights in Kerifresh. T&G currently holds or
controls 4.6% of the voting rights in Kerifresh.
The price payable under the offer for each Kerifresh
share is $2.00 in cash. This is believed to be the
highest price ever offered for a share in Kerifresh.
Over the previous three months prior to this offer,
T&G has been acquiring shares in Kerifresh. This
has resulted in its current 4.6% shareholding. These
shares were acquired for $1.50 each (save for a small
parcel acquired at a price of $1.60 each)). If T&G
had not been purchasing Kerifresh shares over that
timeframe it is expected that the Kerifresh shares
would have traded (if there was a buyer) at a price
less than $1.50 per share.
We understand that many shareholders of Kerifresh
became shareholders through a public issue in 1992
when it was proposed that Kerifresh shortly thereafter
would list on the Stock Exchange. Such a listing never
occurred. Further, since that time Kerifresh
shareholders have never received any dividends and
Kerifresh has performed very poorly, frequently
incurring losses. T&G is offering shareholders the
ability to exit Kerifresh at a significant premium
over previously disclosed share trades. No brokerage
is payable in respect of the share transfers. For
those shareholders who wish to continue to have an
involvement in this sector, they can, if they wish,
use the cash proceeds to acquire shares in Turners
& Growers Limited being a publicly listed company
operating in the fresh produce sector.
Further details of the offer are set out in the
attached offer document. You are encouraged to read
the offer document carefully.
The directors of Turners & Growers Limited
recommend that you accept the offer in respect of all
of your shares in Kerifresh.
Yours sincerely
A. I (Tony) Gibbs
Chairman
Turners & Growers Limited
1 October 2007
New Zealand Exchange Limited
WELLINGTON
announce@nzx.com
TURNERS AND GROWERS LIMITED
1. We act for Turners and Growers Limited
("T&G").
2. In accordance with Listing Rule 10.1.1 of the NZSX
Listing Rules, T&G advises that Turners and
Growers Horticulture Limited, a wholly-owned
subsidiary of T&G, has given a Notice of Intention
to make a Takeover Offer ("Notice") to
Kerifresh Limited ("Kerifresh").
3. A copy of the documentation given to Kerifresh in
accordance with the Takeovers Code is attached.
4. Kerifresh has 7,574,000 ordinary shares on issue.
The offer is for 100% of the shares at an offer price
of $2.00 per share. This is to be financed from
T&G's resources and borrowings. The offer is
conditional as set out in the attachment to the
Notice.
Yours faithfully
RUSSELL McVEAGH
Joe Windmeyer
Partner
Direct phone: 09 367 8237
Direct fax: 09 367 8596
Email: joe.windmeyer@russellmcveagh.com
[TURNERS AND GROWERS HORTICULTURE LIMITED LETTERHEAD]
NOTICE OF INTENTION TO MAKE AN OFFER FOR KERIFRESH
LIMITED
UNDER THE TAKEOVERS CODE
To: Kerifresh Limited
Waipapa Road
RD 2
KERIKERI
cc: The Takeovers Panel
Level 8
Unisys House
56 The Terrace
PO Box 1171
WELLINGTON
Turners and Growers Horticulture Limited
("T&G") (a wholly-owned subsidiary of
Turners and Growers Limited) advises that it intends
to make a full offer under the Takeovers Code to
purchase all of the voting securities in Kerifresh
Limited ("Kerifresh") which it does not
already hold.
Attached is the form of the offer document proposed to
be sent to Kerifresh shareholders. It includes the
information specified in Schedule 1 to the Takeovers
Code which is required to be contained in, or to
accompany, this notice, stated as at the date of this
notice.
The offer to Kerifresh shareholders will be made in
the form of the attached offer document, with any
modifications and additional information permitted or
required to be contained in, or to accompany, this
notice.
This notice is dated 1 October 2007.
For and on behalf of TURNERS AND GROWERS HORTICULTURE
LIMITED by:
Signature of authorised signatory
Name of authorised signatory |
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