New Zealand Law Society - Takeovers Panel seeks rule 57 Independent Expert

Takeovers Panel seeks rule 57 Independent Expert

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The Takeovers Panel is seeking expressions of interest from relevant persons who wish to be considered for appointment as an independent expert, to determine the fair and reasonable value of shares in Chow Group Limited (CGL) for the purpose of the compulsory acquisition provision under the Takeovers Code.

In their capacity as trustees of the John Chow Investment Trust and the Michael Chow Investment Trust, John and Michael Chow became the dominant owner in CGL on 31 May 2018, and sent a compulsory acquisition notice on 7 June 2018, specifying an acquisition price of $0.60 per CGL share.

The Panel says the Chows have received written objections to the $0.60 per share acquisition price, from shareholders who together hold more than 10% of the outstanding shares in CGL.

"The Takeovers Panel is therefore required, under rule 57 of the Code, to appoint an independent expert to determine the value of the shares in CGL which will be acquired by the Chows," it says.

Rule 57(4) of the Code requires the independent expert to calculate the fair and reasonable value of the CGL shares being compulsorily acquired, by firstly assessing the value of all the equity securities in the class of equity securities of which the equity security forms part, and then allocating that value pro rata among all the securities of that class.

The costs of the expert determination must be paid by the Chows, the Panel says.

Applications must be received by the Panel by 5pm on Tuesday, 3 July 2018.