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Offeror(s): Guinness Peat Group PLC
Independent Adviser(s): Grant Samuel & Associates (Rule 18)
Company Meeting Date: 06/12/2002
On 26 August 2002, Turners & Growers Limited (“T&G”) and UK-based investment company Guinness Peat Group PLC (“GPG”) announced that both companies had agreed that T&G and ENZA Limited (ENZA”) should merge. At the time, GPG owned 100% of ENZA, and 45.9% of T&G. GPG’s shareholding in T&G was through its wholly owned subsidiary, Ithaca Custodians Limited (“Ithaca”).
Under the proposed merger, T&G would allot 44.2 million new fully paid ordinary shares to GPG for the transfer of GPG’s shareholding in ENZA to T&G. As the transaction would increase GPG’s shareholding in T&G to 80.0%, T&G was required to seek shareholder approval.
On 6 December 2002, T&G shareholders approved the allotment of shares to GPG and the acquisition of ENZA.
Grant Samuel & Associates prepared a rule 18 independent adviser’s report on the merits of the proposed allotment.