Takeovers Panel Finds Kerifresh Shareholders Contravened the Takeovers Code


18 October 2007

The Takeovers Panel is not satisfied that certain acquisitions of shares in Kerifresh Limited since 2002 complied with the Takeovers Code.

The Panel met in Auckland on Tuesday 16 October and determined that various parties who obtained shares in Kerifresh did not comply with the Code's fundamental rule.

The parties are:

  • Alan Dougal Thompson and his wife Helen Thompson in their own right and as trustees of the Thompson Family Trust;
  • P Hamish McHardy and his wife Audrey McHardy;
  • Sundry Investments Limited, a company owned and controlled by the McHardys;
  • Graham Cowley and his company Iron Hills Vineyards Limited (formerly GMS Fulfilment NZ Limited); and
  • Emma Jane Eastwood and her company Anbran Trustee Company Limited.

In addition, the Panel considered that Alan Dougal Thompson was directly, and knowingly, concerned in, and a party to, the contravention of the code by Anbran Trustee Company Limited and Emma Jane Eastwood.

The Panel also considered that Hamish McHardy was directly, and knowingly, concerned in, and a party to, the contravention of the code by Graham Cowley, his company Iron Hills Vineyards Limited and Alan Dougal Thompson.

The interim restraining orders made by the Panel on 10 October have been continued. The orders restrain Hamish McHardy and Sundry Investments Limited, Alan and Helen Thompson, Emma Eastwood and the Anbran Trustee Company Limited from acquiring or disposing of any securities in Kerifresh, and from exercising the right to vote attaching to any shares held or controlled by them.

Kerifresh is also restrained from registering any transfers or transmission of Kerifresh securities to or from any of these parties.

The orders will expire on 8 November 2007.

The Panel will make orders for costs. It will meet shortly to consider the remedies it will be seeking in respect of these transactions. The full text of the Panel's determination on Kerifresh is published on the Panel's website www.takeovers.govt.nz.