About the Panel

The Panel is seeking expressions of interest from relevant persons who wish to be considered for appointment as an independent expert to determine the fair and reasonable value of shares in Chow Group Limited (CGL) for the purpose of the compulsory acquisition provision under the Takeovers Code.

John and Michael Chow (in their capacity as the trustees of the John Chow Investment Trust and the Michael Chow Investment Trust (together the Chows)), became the dominant owner in CGL on 31 May 2018, and sent a compulsory acquisition notice on 7 June 2018, specifying an acquisition price of $0.60 per CGL share.

The Chows have received written objections to the $0.60 per share acquisition price, from shareholders who together hold more than 10% of the outstanding shares in CGL.

The Takeovers Panel is therefore required, under rule 57 of the Code, to appoint an independent expert to determine the value of the shares in CGL which will be acquired by the Chows.

Rule 57(4) of the Code requires the independent expert to calculate the fair and reasonable value of the CGL shares being compulsorily acquired by:

(a) first assessing the value of all the equity securities in the class of equity securities of which the equity security forms part; and

(b) then allocating that value pro rata among all the securities of that class.

The amount determined by the independent expert will be the amount the Chows will pay to all outstanding shareholders.  If it is higher than the acquisition price all outstanding shareholders will get a "top-up".  If the amount is less, outstanding shareholders can be required to return the difference to the Chows.

The independent expert must make its determination of the fair and reasonable value of the CGL shares within 28 days after being appointed. The costs of the expert determination must be paid by the Chows.

If you wish to be considered for appointment as the independent expert under rule 57 in respect of the compulsory acquisition of CGL, the Panel invites you to submit a proposal. Your proposal letter should provide the Panel with the following information:

(a) your qualifications, expertise and relevant experience;

(b) the names of the individuals who would prepare the determination and copies of their current curricula vitae;

(c) confirmation that the determination would be completed within 28 days of appointment;

(d) a statement that you have no conflict of interest that could affect your ability to provide an unbiased determination;

(e) disclosure of all past and present relationships with the Chows, CGL, and the directors of CGL;

(f) confirmation that you have sufficient professional liability insurance for the purposes of appointment as independent expert;

(g) the level and basis of fees you would charge in respect of the determination; and

(h) your proposed terms of engagement.

Applications must be addressed to Joanna Lambert (details below) and received by the Takeovers Panel by 5 p.m. Tuesday 3 July 2018.

Joanna Lambert
Lawyer
D: +644 815 8451 | M: +6421 216 8504
E: joanna.lambert@takeovers.govt.nz

The Panel intends to make an appointment as soon as possible.