Williams & Kettle Limited
Transaction Type: Company meeting (Share buyback)
Independent Adviser(s): Elizabeth Hickey (Rule 18)
Date of meeting: 28/11/2002
Exemption: Class Exemptions
On 14 October 2002, Williams & Kettle Limited (WKL) proposed to acquire up to 10% of its own voting securities on the NZSE over a 12-month period (the proposed buyback). The reason for the proposed buyback was because the WKL Board considered that WKL shares had been trading well below a realistic market value and the buyback would allow WKL to reduce the value gaps.
WKL shareholders choosing not to participate in the buyback proposal might be in breach of the Code as a result of any increase in their shareholding, unless they could rely on clause 4 of the Takeovers Code (Class Exemptions) Notice (No. 2) 2001 (the Class Exemption). To allow such shareholders to rely on the Class Exemption, shareholders’ approval was required. Additionally, WML was required to seek shareholder approval of the proposed buyback proposal under rule 7(c) of the Code.
On 28 November 2002, WKL shareholders voted to permit the non-participating shareholders to rely on the Class Exemption. Shareholders also approved the proposed buyback under which WKL would be allowed to acquire up to a maximum of 1,472,857 of its ordinary shares or up to 10% of its issued capital.
Elizabeth Hickey prepared a rule 18 independent adviser’s report on the merits of the proposed acquisition.