Bridgecorp Capital Limited

Published 7 September 2004

BEFORE THE TAKEOVERS PANEL

IN THE MATTER OF	the Takeovers Act 1993 and the Takeovers Code
AND
IN THE MATTER OF	a meeting held under section 32 of the Act to determine: (1) whether Bridgecorp Capital Limited, by acquiring 19.99% of the voting rights in Dorchester Pacific Limited from Brent Douglas King and companies under his control and from other shareholders on or about 13 August 2004, at the same time that it entered into a Lock-up Deed with Mr King and Snowdon Peak Investments Limited concerning a further 5.05% of the voting rights in Dorchester Pacific Limited, did not comply with rule 6(1) of the Code because, as a consequence of, among other things, entering into the Lock-up Deed, Bridgecorp Capital Limited, Mr King and Snowdon Peak Investments Limited became associates for the purposes of rule 4 of the Code and the aggregate of the shareholding of Bridgecorp Capital Limited and its associates was in excess of 20% of the voting rights in Dorchester Pacific Limited after the acquisition of shares and the entry into the Lock-up Deed; (2) whether Brent Douglas King, by acquiring some 0.9% of the voting shares in Dorchester Pacific Limited from Alexander E Vink and Natasha M Vink on or about 16 August 2004, did not comply with rule 6(1) of the Code because at the time of the acquisition he was an associate of Bridgecorp Capital Limited and Mr King and Bridgecorp Capital Limited between them held or controlled more than 20% of the voting rights of Dorchester Pacific Limited.
MEETING:	6 and 7 September 2004 at Auckland
MEMBERS:	J C King (Chairperson) C G Giffney A N Frankham D J Quigg
APPEARANCES:	J Turner, C Rowling and S Vodanovich appearing for Bridgecorp Capital Limited and Bridgecorp Holdings Limited R Fardell QC and W Bygrave appearing for B D King and Snowdon Peak Investments Limited A McRae appearing for Dorchester Pacific Limited R A Dobson QC as counsel assisting the Panel
IN ATTENDANCE:	B D King representing himself and Snowdon Peak Investments Limited R M Petricevic, E O'Sullivan and Z McHerron representing Bridgecorp Capital Limited and Bridgecorp Holdings Limited M C Radford representing Dorchester Pacific Limited R P Vink and L L Vink (Parents of A E and N M Vink) K G Morrell and A C Doone (from Panel Executive)
DETERMINATION:	8 September 2004

Background

On 30 August 2004 the Panel gave notice of a meeting to be held under section 32 of the Takeovers Act 1993 ("the Act") in relation to Bridgecorp Capital Limited ("Bridgecorp Capital"), Bridgecorp Holdings Limited ("Bridgecorp Holdings"), Ronald Brent King ("King"), Snowdon Peak Investments Limited ("Snowdon Peak") and Dorchester Pacific Limited ("Dorchester").

The Panel held a meeting in Auckland on 6 and 7 September 2004 to consider the matters at issue.

The Panel has subsequently made a determination on reasonable grounds under section 32(3)(b) of the Act:

1. That it is not satisfied that Bridgecorp Capital Limited and its controlling shareholder Bridgecorp Holdings Limited have acted in compliance with the Takeovers Code in the acquisition of 19.99% of the voting rights of Dorchester Pacific Limited from Brent Douglas King and others on or about 13 August 2004;

2. That it is not satisfied that Brent Douglas King acted in compliance with the Takeovers Code in his acquisition of voting shares in Dorchester Pacific Limited from Alexander Eric Vink and Natasha Maree Vink during the period 12 August 2004 to 16 August 2004.

The Panel will issue reasons for its determination as soon as possible.

The Panel resolved, in terms of section 32(4)(b) of the Act, to make the following orders:

(a) Continuing to restrain King from:

acquiring any voting shares in Dorchester or any interest in or rights relating to such voting shares;
disposing of any voting shares in Dorchester or any interest in or rights relating to such voting shares;
exercising or permitting the exercise of any of the rights to vote attaching to any of the voting shares in Dorchester which he holds or controls or any other right attaching to such voting shares;

(b) Continuing to restrain SnowdonPeak from:

acquiring any voting shares in Dorchester or any interest in or rights relating to such voting shares;
disposing of any voting shares in Dorchester or any interest in or rights relating to such voting shares;
exercising or permitting the exercise of any of the rights to vote attaching to any of the voting shares in Dorchester which it holds or controls or any other right attaching to such voting shares;

acquiring any voting shares in Dorchester or any interest in or rights relating to such voting shares;
disposing of any voting shares in Dorchester or any interest in or rights relating to such voting shares;
exercising the right to vote attaching to all the voting shares in Dorchester which it holds or controls or any other right attaching to such voting shares;

(d) Continuing to restraining Dorchester from issuing or allotting any voting shares to:

Bridgecorp Capital;
Bridgecorp Holdings;
King;
SnowdonPeak;
A E and N M Vink;
Askridge Holdings Limited;
Fulcrum Securities Limited; or
AIS Limited;

All these continuing orders are to expire at the close of 29 September 2004.

The Panel will deal with costs separately in terms of the Takeovers (Fees) Regulations 2001.

DATED at Auckland this 8th day of September 2004

SIGNED for and on behalf of the Panel by the Chairman

J C King

Transactions

Panel Determinations