Turners & Growers Limited


Transaction Type: Company meeting (Allotment)

Allottee: Guinness Peat Group PLC, Ithaca Custodians Limited, ENZA Limited

Independent Adviser(s): Grant Samuel & Associates (Rule 18)

Date of meeting: 6/12/2002


On 26 August 2002, Turners & Growers Limited (T&G) and UK-based investment company Guinness Peat Group PLC (GPG) announced that both companies had agreed that T&G and ENZA Limited (ENZA) would merge. At the time, GPG owned 100% of ENZA, and 45.9% of T&G. GPG’s shareholding in T&G was through its wholly owned subsidiary, Ithaca Custodians Limited (Ithaca). 

Under the proposed merger, T&G would allot 44.2 million new fully paid ordinary shares to GPG for the transfer of GPG’s shareholding in ENZA to T&G. As the transaction would increase GPG’s shareholding in T&G from 45.9% to 80.0%, T&G was required to seek shareholder approval under rule 7(d) of the Code.

On 6 December 2002, T&G shareholders approved the allotment of shares to GPG and the acquisition of ENZA. 

Grant Samuel & Associates prepared a rule 18 independent adviser’s report on the merits of the proposed allotment.