12 April 2011
Shareholders in several listed companies have complained to the Securities Commission about offers made in March 2011 from limited partnerships associated with Mr Bernard Whimp. Shareholders are concerned that Mr Whimp's offers may be misleading. So are we.
The offers were made around 15-18 March 2011 by:
Mr Whimp is the general partner of all these limited partnerships.
We have obtained interim orders that stop the transfer of shares to the buyers until the Court decides whether the offers are misleading.
The Court will decide on 9 May 2011 if the offers are misleading.
You don't have to do anything at the moment.
You can go to our website at www.seccom.govt.nz for more information, and watch the media for the outcome of the hearing.
If the Court decides the offers were misleading, the Securities Commission will ask it to cancel the share sales and for any shares already sold to be returned. If the Court decides the offers weren't misleading, the accepted offers will go through and shares will be transferred.
You may have had a notice from us or be about to get one. This explains that you may go ahead and sell your shares regardless of what the Court decides about the offers.
DO NOT SIGN and return the notice UNLESS you do want to go ahead and sell your shares to the limited partnership that offered to buy them.
We recommend you get legal advice as soon as possible. The Court may decide the offers were not misleading, and/or the Commission might be unable to cancel the sale of shares and have them returned to you.
We can't give you any legal advice. A lawyer will be able to tell you what your other options are.
Companies are legally required to provide a copy of their share registers to anyone who asks for it. This includes the names and addresses of their shareholders.
It's not illegal to offer to buy someone's shares or to offer to buy them at below their current market value. But it is against the law to mislead or deceive someone into accepting an offer.
At first sight, these offers seem to be for above the shares' current market value, but we believe they are misleading. You won't be fully paid for 10 years so, in today's value, the offer is worth much less than first appears.
Not only is the offer worth less than it appears, but it's worth less than you would get if you sold your shares now at the current price through a sharebroker.
You will also lose rights to any dividends over those 10 years, and you will have to trust the creditworthiness of the limited partnership to meet your ongoing payments.
Go to www.seccom.govt.nz. Or you can call the registrar of the company you hold shares in - Computershare Investor Services Limited - on 0800 888 726.
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