Archive | Oyster Bay

Delegat’s gets Oyster Bay control, without protest this time

Published 17 January 2006


Delegat’s Wine Estate Ltd achieved majority control of Oyster Bay Marlborough Vineyards Ltd again today, this time without protest.Delegat’s said it had 52.53% of Oyster Bay, nearly 20% bought at $6/share. Delegat’s originally made a bid for Oyster Bay in September at $4/share, but faced a competing bid from Peter Yealands Investments Ltd.


It eventually had to lodge a new bid in December after the Takeovers Panel concluded that Oyster Bay’s target company statement didn’t comply with the Takeovers Code, by omitting information relating to the value of Oyster Bay’s vineyards, and Justice Forrest Miller declared the Delegat’s bid void.


Mr Yealands accepted the $6 offer in December and there was no other new protest.


Earlier stories:


18 December 2005: Yealands accepts $6 as Delegat’s looks at Oyster Bay bid success


28 November 2005: Court declares Oyster Bay bid void


9 October 2005: Judge rules in Takeovers Panel’s favour, against Delegat’s


4 October 2005: Takeovers Panel & Delegat’s both head to court in Oyster Bay takeover mess


2 October 2005: Oyster Bay wrong over grape purchase agreement, but won’t be disciplined


23 September 2005: Takeovers Panel says Oyster Bay target statement should have provided vineyard valuation details


14 September 2005: Takeovers Panel to look at Oyster Bay vineyard valuations complaint


 


If you want to comment on this story, write to the BD Central Discussion forum or send an email to bobdey@propbd.co.nz.


 


Attribution: Company statement to NZX, own files, story written by Bob Dey for this website.

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Yealands accepts $6 as Delegat’s looks at Oyster Bay bid success

Published 18 December 2005


Peter Yealands’ opposition to the Delegat’s takeover of Oyster Bay Marlborough Vineyards Ltd came to an abrupt end on Friday, when Delegat’s posted a new bid at $6/share.



After forcing the termination of Delegat’s Wine Estate Ltd’s initial September bid for 50.1% of Oyster Bay at $4/share, Peter Yealands Investments Ltd gave the High Court an irrevocable undertaking at the end of November to promptly proceed with its offer for control at a minimum $4.50/share.


On Monday 12 December, Delegat’s made an offer for 50.1% at $5, and on Friday it raised the offer to $6, which Yealands accepted (for some, not all, of its holding). Yealands still needs court clearance not to proceed with its $4.50 offer.


With the Yealands 6.91%, Delegat’s will have 39.49% of Oyster Bay. It’s already been beyond the 50% level with the original bid.


In a statement on Friday, Mr Yealands said: “A point has been reached where Delegat’s is willing to make an offer at $6/share for control. A $6 offer by Delegat’s is one I have no wish to match and is one I would accept. That price, combined with the support that Delegat’s has from some Oyster Bay shareholders, means that a Delegat’s offer at that price will succeed.”The scaling process will leave me and other minority shareholders with residual shares, but most of us will have recovered our investment from the shares sold to Delegat’s and we will then look for and expect an appropriate return on our residual shareholdings.”If the court releases me from my undertaking and if the Delegat’s offer succeeds I will feel that I have managed to get the share price to where it ought to have been. When I started to acquire shares in Oyster Bay the price was well below where I thought it ought to have been. With the bid at $6, I think this result is as good for shareholders & myself as can be achieved.”


Earlier stories:


28 November 2005: Court declares Oyster Bay bid void


9 October 2005: Judge rules in Takeovers Panel’s favour, against Delegat’s


4 October 2005: Takeovers Panel & Delegat’s both head to court in Oyster Bay takeover mess


2 October 2005: Oyster Bay wrong over grape purchase agreement, but won’t be disciplined


23 September 2005: Takeovers Panel says Oyster Bay target statement should have provided vineyard valuation details


14 September 2005: Takeovers Panel to look at Oyster Bay vineyard valuations complaint


 


If you want to comment on this story, write to the BD Central Discussion forum or send an email to bobdey@propbd.co.nz.

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Court declares Oyster Bay bid void

Published 28 November 2005


The High Court ruled Delegat’s Wine Estate Ltd’s takeover offer for Oyster Bay Marlborough Vineyards Ltd out of order today, clearing the way for Peter Yealands to make a bid.



Justice Forrest Miller declared the Delegat’s offer void in a Wellington High Court decision today and Mr Yealands’ company, Peter Yealands Investments Ltd, gave the court an irrevocable undertaking to promptly proceed with its offer for control of Oyster Bay at a minimum price of $4.50/share.


The panel made restraining orders on 22 September relating to Delegat’s offer after it concluded that Oyster Bay’s target company statement didn’t comply with the Takeovers Code, by omitting information relating to the value of Oyster Bay’s vineyards.


The Takeovers Panel’s originally preferred outcome was for shareholders who’d accepted the Delegat’s offer to get the chance to reconsider, whereas Mr Yealands insisted the bid should start all over again.


Today the panel welcomed Justice Miller’s decision to cancel Delegat’s partial takeover, in line with the panel’s later recommendation, which it made because of the cumulative effect of 2 main omissions from the target company statement.


The first omission was the lack of any reference to information relating to the difference between the encumbered & unencumbered values of Oyster Bay’s vineyards. The second omission, which came to prominence at the time of the court’s hearing on 9 November, concerned the absence of information about June 2005 valuations of Oyster Bay’s vineyard properties prepared by Logan Stone Ltd.


“These valuations were supplied to Oyster Bay on 11 July, 8 days before the target company statement was signed. Ferrier Hodgson & Co, which prepared the independent advisor’s report, told the panel this information would have changed its assessment of the Delegat’s offer, including reviewing its primary valuation of the company. This advice led the panel to recommend cancellation of the offer rather than its earlier approach of distributing a corrective statement to accepting shareholders and giving them the right to revoke their acceptances,” the panel said.


Earlier stories:


9 October 2005: Judge rules in Takeovers Panel’s favour, against Delegat’s


4 October 2005: Takeovers Panel & Delegat’s both head to court in Oyster Bay takeover mess


2 October 2005: Oyster Bay wrong over grape purchase agreement, but won’t be disciplined


23 September 2005: Takeovers Panel says Oyster Bay target statement should have provided vineyard valuation details


14 September 2005: Takeovers Panel to look at Oyster Bay vineyard valuations complaint


 


If you want to comment on this story, write to the BD Central Discussion forum or send an email to bobdey@propbd.co.nz.


 

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Judge rules in Takeovers Panel’s favour, against Delegat’s

Published 9 October 2005


Justice Forrest Miller ruled in the Wellington High Court on Friday in favour of the Takeovers Panel and against Delegat’s Wine Estate Ltd in the continuing saga of the Oyster Bay Marlborough Vineyards Ltd takeover.



Delegat’s has achieved majority ownership of Oyster Bay but can’t register all the transfers because of a dispute over the omission of vineyard valuation information in the independent expert’s report on the takeover, by accountancy firm Ferrier Hodgson.


Both the Takeovers Panel & Delegat’s went to court, the panel seeking resolution, Delegat’s seeking judicial review.Justice Miller ruled on Friday that the restraining orders the panel sought should remain force until further order of the court. The panel sought to restrain Delegat’s from acquiring any securities in Oyster Bay, or any interest in or rights relating to such securities, and for the court to direct Oyster Bay not to register the transfer or transmission of any securities arising from Delegat’s takeover offer.The judge found Delegat’s application for a judicial review must fail.


Earlier stories:


4 October 2005: Takeovers Panel & Delegat’s both head to court in Oyster Bay takeover mess


2 October 2005: Oyster Bay wrong over grape purchase agreement, but won’t be disciplined


23 September 2005: Takeovers Panel says Oyster Bay target statement should have provided vineyard valuation details


14 September 2005: Takeovers Panel to look at Oyster Bay vineyard valuations complaint


 


If you want to comment on this story, write to the BD Central Discussion forum or send an email to bobdey@propbd.co.nz.

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Takeovers Panel & Delegat’s both head to court in Oyster Bay takeover mess

Published 4 October 2005


The Takeovers Panel and Delegat’s Wine Estate Ltd are both heading to the High Court in the next stage of the increasingly messy takeover of Oyster Bay Marlborough Vineyards Limited.



The Takeovers Panel said today it would file proceedings in the High Court seeking orders that prescribe remedies for the situation.


Delegat’s told the panel it was filing proceedings in the High Court today for judicial review. In addition, the panel learned Delegat’s, without telling the panel, was communicating with the Oyster Bay shareholders who accepted its partial offer. The panel hadn’t approved this procedure and said it might “elect to comment in more detail later if it is appropriate.”The panel said: “These actions effectively put an end to the panel’s efforts to find a commercial outcome to address Oyster Bay’s non-compliance with the code. The panel is disappointed that Delegat’s has chosen this path when the panel was attempting to find an expeditious & pragmatic solution for Oyster Bay shareholders. “In view of Delegat’s action the panel has no choice but to defend these proceedings. The panel will also initiate its own action under the Takeovers Act to ask the court to make orders to implement the panel’s preferred solution to this matter.”The panel made restraining orders on 22 September relating to Delegat’s offer after it concluded that Oyster Bay’s target company statement didn’t comply with the Takeovers Code, by omitting information relating to the value of Oyster Bay’s vineyards.


Delegat’s said it had applied for a review of the ruling restraining it from declaring its offer unconditional and proceeding to settle with shareholders. The restraining order lasts until 13 October unless earlier cancelled or varied by the High Court. Delegat’s said the non-compliance was by Oyster Bay and the panel had made no finding against Delegat’s.Delegat’s also said today it was writing to shareholders who accepted its offer to enable them to request either settlement or withdrawal.


Earlier stories:


2 October 2005: Oyster Bay wrong over grape purchase agreement, but won’t be disciplined


23 September 2005: Takeovers Panel says Oyster Bay target statement should have provided vineyard valuation details


14 September 2005: Takeovers Panel to look at Oyster Bay vineyard valuations complaint


If you want to comment on this story, write to the BD Central Discussion forum or send an email to bobdey@propbd.co.nz.

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Oyster Bay wrong over grape purchase agreement, but won’t be disciplined

Published 2 October 2005


NZX Regulation has found Oyster Bay Marlborough Vineyards Ltd breached the listing rule over its grape price agreement with takeover bidder Delegat’s Wine Estate Ltd, but said the matter wasn’t serious enough to put to NZX Discipline.



However, Oyster Bay would have to get its sales procedure ratified at the next annual meeting. If shareholders (excluding Delegat’s) don’t ratify the sales procedure, NZX Regulation will refer the matter to NZX Discipline.


NZX Regulation said the procedure adopted for determining the price at which Oyster Bay sold its produce to Delegat’s fell outside the scope of the waiver, so the determination breached the listing rule.


Substantial Oyster Bay shareholder, and so far unsuccessful bidder, Peter Yealands Investments Ltd alleged  hat, apart from timing & procedure, the independent viticulturist employed to assess the transaction wasn’t independent.


NZXR said it had received confirmation from Oyster Bay & the independent expert “that the independent expert was in fact independent and that the listing of Oyster Bay as well as Delegat’s as a ‘highlight’ client on his website was a mere oversight.”


Earlier stories:


23 September 2005: Takeovers Panel says Oyster Bay target statement should have provided vineyard valuation details


14 September 2005: Takeovers Panel to look at Oyster Bay vineyard valuations complaint


 


If you want to comment on this story, write to the BD Central Discussion forum or send an email to bobdey@propbd.co.nz.


 

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Takeovers Panel says Oyster Bay target statement should have provided vineyard valuation details

Published 22 September 2005


The Takeovers Panel said today Oyster Bay Marlborough Vineyards Ltd contravened the Takeovers Code by omitting vineyard valuation details from its takeover target company statement in July.



The panel made some orders restraining Delegat’s Wine Estate Ltd’s completion of its Oyster Bay takeover, but said its preferred outcome was for shareholders who’d accepted the offer to get the chance to reconsider.


The process for that to happen should be finalised & announced within a week and it should be over in a month. Oyster Bay’s independent directors are to send these shareholders an extra statement on the valuations, and they can then revoke their acceptance or let it stand.


The valuation issue was raised by Peter Yealands, of Peter Yealands Investments Ltd, & another shareholder, David Rankin (a director of real estate company HG Livingstone Ltd, Christchurch). The properties are subject to long-term contracts with Delegat’s, and Mr Yealands – the defeated bidder for Oyster Bay – said they should have been valued on an unencumbered basis for the purposes of the net tangible asset calculation. The panel agreed.The panel made orders:

restraining Delegat’s from acquiring securities in Oyster Bay or any interest in or rights relating to such securities
continuing to direct Delegat’s not to declare its offer unconditional, and
continuing to direct Oyster Bay not to register the transfer or transmission of any securities arising from acceptance of the Delegat’s offer.

Those orders expire on 13 October.Delegat’s was seeking 50.1% of Oyster Bay in its offer, which closed on 19 September, but has had far more acceptances than that.


Earlier story:


14 September 2005: Takeovers Panel to look at Oyster Bay vineyard valuations complaint



 


If you want to comment on this story, write to the BD Central Discussion forum or send an email to bobdey@propbd.co.nz.

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Takeovers Panel to look at Oyster Bay vineyard valuations complaint

Published 14 September 2005


The Takeovers Panel has rejected Blenheim grapegrower Peter Yealands’ complaints about takeover target Oyster Bay Marlborough Vineyards Ltd’s long-term grape contracts with successful bidder Delegat’s Wine Estate Ltd, but has decided to look at Mr Yealands’ complaint relating to vineyard valuations.



The properties also subject to long-term contracts with Delegat’s.


Delegat’s offer for 50.1% of Oyster Bay closes on Monday 19 September. It’s already got enough acceptances to reach that level. Peter Yealands Investments Ltd made a competing but unsuccessful offer for 51.1% of Oyster Bay.


The panel will meet in Wellington on Tuesday 20 September. It’s issued interim restraining orders, expiring on Thursday 22 September, to preserve the status quo by directing Delegat’s not to declare its offer unconditional and restraining Oyster Bay from registering the transfer or transmission of any acceptances. Oyster Bay shareholders can still accept the offer, but their acceptances won’t be registered yet.The valuation complaint, by Mr Yealands & another shareholder, David Rankin (a director of real estate company HG Livingstone Ltd, Christchurch), relates to the valuation basis in Oyster Bay’s target company statement, prepared by Ferrier Hodgson & Co. and issued on 19 July.  The Takeovers Panel said today: “The target company statement refers to a net tangible asset basis of valuation of Oyster Bay, using a valuation for the vineyard properties prepared by Logan Stone Ltd. Logan Stone used a discounted cashflow or income approach in its valuation of the vineyard properties. The reason provided for adopting the income approach was because there was no market value as the properties are subject to long-term agreements with Delegat’s.”Both Mr Rankin and Peter Yealands Investments allege that the target company statement should have included information about the market value of Oyster Bay’s vineyard assets, possibly valuing the vineyards on an unencumbered basis for the purposes of the net tangible asset calculation.”The independent directors of Oyster Bay submitted that this information would be inappropriate & misleading for shareholders because the sale of the properties is subject to contracts with Delegat’s.”The panel considers that information about the market value of Oyster Bay’s properties, suitably qualified to reflect Delegat’s contractual entitlements, may be information that could reasonably be expected to be material to the making of a decision by Oyster Bay’s shareholders to accept or reject Delegat’s offer. By issuing the target company statement without this information the panel considers Oyster Bay may not have complied or may not be complying with clauses 18(5) and 24 of Schedule 2 of the Takeovers Code.” If you want to comment on this story, write to the BD Central Discussion forum or send an email to bobdey@propbd.co.nz.

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