Whakatōhea Mussels (Ōpōtiki) Limited
Transaction Type: Company meeting (Allotment)
Allottee: Te Huata 1 Limited Partnership, Te Tāwharau o Te Whakatōhea
Independent Adviser(s): Simmons Corporate Finance Limited (Rule 18)
Date of meeting: 11/10/2025
This matter related to the approval of an allotment which would address a prior potential breach of the Code and a further future allotment.
On 11 June 2025, the Panel received an application from Crown Regional Holdings Limited (CRHL) for an exemption from rule 6(1) of the Takeovers Code (the Code) for CRHL, Te Huata 1 Limited Partnership (Te Huata) and Nga Hapū o Te Whakatōhea Trustee Limited as trustee of Te Tāwharau o Te Whakatōhea (TTOTW, and the Proposed Exemption). The Proposed Exemption related to a prior increase in voting control by Te Huata in Whakatōhea Mussels (Ōpōtiki) Limited (WMOL), an unlisted Code company, which may have occurred in breach of the Code (the Potential Breach).
In summary, the Potential Breach arose as follows:
- On 10 April 2025, a $4 million loan from Te Huata to WMOL (the Loan) was capitalised. This capitalisation involved the issuance of 1,777,777 shares in WMOL to Te Huata (the Te Huata Allotment).
- Shortly after the Te Huata Allotment, it was identified that the allotment may have breached the Code due to CRHL, Te Huata and TTOTW likely being associated.
- While Te Huata’s control percentage in WMOL remained below 20% after the Te Huata Allotment (increasing from 0% to 4.85%), Te Huata and its associates’ aggregate control percentage in WMOL following the Te Huata Allotment was 52.32% (assuming Te Huata was associated with CRHL and TTOTW).
- Accordingly, if Te Huata was associated with CRHL and TTOTW, Te Huata had increased the percentage of voting rights that it held or controlled in WMOL in breach of rule 6(1)(a) of the Code.
Based on the circumstances of the Potential Breach, the Panel agreed that it was not appropriate to grant the Proposed Exemption.
However, the Panel agreed not to take enforcement action provided that:
- WMOL bought back the shares issued in the Te Huata Allotment on or before 17 October 2025 (the Buyback), noting that Te Huata had agreed to subscribe for the same number of shares in WMOL contemporaneously with the Buyback (the Remedial Share Issuance); and
- the Remedial Share Issuance was:
- approved by shareholders other than Te Huata or CRHL (or any associate of either of them) in accordance with the Code; and
- otherwise undertaken in accordance with the Code and all other relevant legal requirements.
The Panel reserved its position to reconsider the matter if any further information came to the Panel’s attention.
In addition to the above, WMOL shareholders were asked to approve the issue of 3,422,222 shares to TTOTW (the TTOTW Approval).
Simmons Corporate Finance Limited prepared the independent adviser’s report required under rule 18 of the Code in relation to the Remedial Share Issuance and the TTOTW Approval.
At a shareholders’ meeting held on 11 October 2025, the shareholders voting on the resolutions unanimously approved the Remedial Share Issuance and the TTOTW Approval.
The Buyback and Remedial Share Issuance were completed on 14 October 2025.
We have not received consent to publish documents in relation to this transaction on our website. However, copies of these documents are available upon request to the Panel under the Official Information Act 1982. Please send your written Official Information requests to takeovers.panel@takeovers.govt.nz.
