The High Court, on application from the Securities Commission, has today granted interim injunctions to stop shares being transferred to limited partnerships associated with Mr Bernard Whimp.
The Commission is concerned that 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 under the fine print the full payment would not 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 on or around 15 - 18 March 2011:
- Carrington Securities LP - offer to buy shares in TrustPower Limited
- NZ Investment Securities LP - offer to buy shares in Vector Limited
- Chase Securities LP - offer to buy shares in Guinness Peat Group plc
- Carlyle Securities LP - offer to buy shares in Contact Energy Limited
- Energy Securities LP - offer to buy shares in DNZ Property Fund Limited
- Fairfield Securities LP - offer to buy shares in Fletcher Building Limited
Each of the partnerships, and their general partner Mr Bernard Whimp, are prohibited from acting on any acceptances they have received to those offers until further order of the Court.
A hearing will take place on 9 May 2011 when the Court will determine whether or not the offer was misleading.
If the Court does determine that the offer was misleading the Commission will seek to have the offers cancelled and any shares that have already been transferred returned. If the Court determines that the offer was not misleading the shares will be able to be transferred in accordance with the terms of the offer.
All shareholders who have accepted the offer will receive a letter from the Securities Commission explaining the orders made and giving them the opportunity to write to the Commission to say that they wish to go ahead with their acceptance regardless of whether the Court decides that the offers are misleading or not.
The interim injunctions also prohibit any substantially similar offers being made.
The orders also require the partnerships and Mr Whimp to provide the Commission with information about these offers, and other unsolicited offers made in December 2010.