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23 June 2005
The Takeovers Panel will hold a meeting under section 32 of the Takeovers Act 1993 to determine whether a number of shareholders in Calgary Petroleum Limited (Calgary) have acquired shares in Calgary in a manner that did not comply with the Takeovers Code.
The Panel is acting on a complaint from a shareholder and former director of Calgary.
Calgary is an oil exploration company currently undertaking exploration work in Taranaki. It has some 63 shareholders. The Panel has evidence indicating that Calgary's total assets are over $20 million which makes the company subject to the Takeovers Code.
In March 2005 Calgary undertook a pro-rata rights issue to existing shareholders which was significantly undersubscribed. Many of the unsubscribed shares were then allotted to Calgary's existing shareholders at the allotment price. This resulted in a number of shareholders increasing their control percentages in Calgary.
Some shareholders, because of their business and/or personal relationships, may be associated in terms of the Code. Consequently the Panel considers that these shareholders, by acquiring increased voting control in Calgary from the rights issue and subsequent allotments, may not have acted or may not be acting or may intend not to act in compliance with rule 6 of the Takeovers Code.
The shareholders who may be associated are:
Murray Douglas Hosking, Craig Maurice Johnston and Joanne Linda Hosking
Jeffrey Lloyd Hopper, John Vincent Bedford and Anne Louise Hopper
Brent Michael Kokich and C A Kokich
Brent Michael Kokich, Grant James Kokich and Royce Vivian Kokich as trustees of the Kokich Trust
Glen Barry Hosking, Craig Maurice Johnston and Douglas Ernest Hosking as trustees of the GBH Trust
Douglas Ernest Hosking, Estelle Ruth Hosking and Craig Maurice Johnston
Desmond Quinn, William E Mallett and Ercoli A Angelo
Craig Eldon Jepson and Beverley Rae Jepson
Robin Stuart Gilchrist and Janet Ann McNabb
Peter Suckling and Deborah Russ
Bryan R Suckling and Rhoda C Suckling
Paul L Ewen
Brendon Mark Rees Smith and B & A (12) Limited
The Panel has made interim restraining orders relating to these shareholders. The orders restrain them from buying or selling Calgary shares or exercising any voting rights attached to the shares. These restraining orders expire on Saturday 2 July 2005.
The Panel will meet in Auckland on Thursday 30 June 2005 to determine whether it should exercise its powers under section 32 of the Takeovers Act 1993. The meeting is a private meeting.
Attention is drawn to section 31V of the Takeovers Act about the right to be heard and represented at proceedings before the Panel. The notice of meeting and copies of the restraining orders are published on the Panel's website.