Rural Equities Limited
Transaction Type: Company meeting (Share buyback)
Acquirer: H&G Limited, Makowai Farm Limited, BJ Cushing, Ashfield Properties Limited, Seajay Securities Limited, Fairway Finance Limited and Sir Selwyn Cushing and David Cushing as trustees of the KD Cushing Family Trust
Independent Adviser(s): Northington Partners (Rule 18)
Date of meeting: 11/03/2021
On 20 February 2021, Rural Equities Limited (REL) gave notice of a special meeting of shareholders to consider and approve a share buyback for up to 3,303,833 shares at $5.35 per share (the Proposed Buyback).
REL was majority owned by H&G Limited (71.9%) and other interests associated with Sir Selwyn Cushing and David Cushing (together, the Cushing Family Interests). The Cushing Family Interests collectively controlled 74.59% of REL’s voting rights.
Depending on the level of acceptances under the Proposed Buyback, the Cushing Family Interests, which did not intend to participate in the Proposed Buyback, would increase their voting control in REL from between 74.59% to 83.29%.
H&G was the only shareholder permitted to rely on rule 7(e) of the Code to increase its voting rights by up to 5% over each 12-month period. However, H&G Limited would exceed the 5% limit within the current 12-month period if more than 541,926 shares were repurchased and cancelled under the Proposed Buyback.
The proportionate voting rights of other entities of the Cushing Family Interests would also increase as a result of the Proposed Buyback. The Cushing Family Interests sought to rely on clause 4 of the Takeovers Code (Class Exemptions) Notice (No. 2) 2001 which permits shareholders to retain the increases in voting control resulting from share buybacks with shareholder approval.
On 11 March 2021 at a special meeting to consider the Proposed Buyback, the resolution was approved by REL’s shareholders.