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Offeror(s): Bell Investment Trust
Independent Adviser(s): Grant Samuel & Associates (Rule 18)
Company Meeting Date: 21/08/2002
On 16 May 2002, eVentures New Zealand Limited (“eVentures”) announced that it had received notice from Bell Investment Trust (“Bell”) of a proposed offer to acquire shares from certain public shareholders in eVentures.
The offer was open to some 300 shareholders of eVentures who acquired no more than 10,000 shares in the initial public offering and who remained on the register in respect of those shares. The offer price was $0.60 per share. At the time, Bell held or controlled 44.44% of the shares in eVentures. The offer was conditional upon regulatory approval and shareholders resolving to place the company in liquidation as soon as practicable.
The directors of eVentures had decided to place the company in liquidation, as the company was by then a non-trading cashed up shell, and to return capital to the shareholders. The Bell offer, made to original small shareholders as a gesture to compensate them for losses suffered, had the support of major shareholders other than Bell. However, as Bell’s proposed acquisition of 1,923,000 ordinary shares in eVentures would take its shareholding in eVentures to 46.58%, the approval of non-associated shareholders was required under rule 7(c) of the Code.
The acquisition was approved by eVentures shareholders at a special meeting on 21 August 2002, and the company was placed into voluntary liquidation on 2 September 2002.
Grant Samuel & Associates prepared a rule 18 independent adviser’s report on the merits of the proposed acquisition.