Archive | Trans Tasman Properties

SEA has 74.4% of Trans Tasman

Published 18 August 2006


SEA Holdings Ltd of Hong Kong (Jesse Lu) has ended the week with 74.36% of Trans Tasman Properties Ltd.



The increase of 1.4% since Wednesday results from acceptances of SEA’s 55c/share takeover offer and from purchase of 680,000 shares at 56c which Trans Tasman acquired following arbitration on minority buyout rights arising from the split of the company last summer.


SEA launched its bid on 6 July. It closes on Wednesday 23 August.


Last story:


18 August 2006: SEA reaches 73% of Trans Tasman, which pays out arbitrator’s price of 56c to minorities


 


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Attribution: Company statement, story written by Bob Dey for this website.

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SEA reaches 73% of Trans Tasman, which pays out arbitrator’s price of 56c to minorities

Published 18 August 2006


SEA Holdings Ltd has increased its holding in Trans Tasman Properties Ltd to 73% from the 52.65% held when it launched its takeover bid on 6 July.



SEA has gone unconditional on its 55c/share takeover bid and has extended it to Wednesday 23 August.


Trans Tasman also gave notice on Wednesday that it had acquired just under 680,000 shares – 0.44% of the company – from minority shareholders who sought minority buyout rights from the splitting of the company’s Hong Kong assets into a new company Asian Growth Properties Ltd. Trans Tasman has paid up after considering an appeal against the arbitrator’s decision to set the buyout price at 56c – 10c above the level the company considered reasonable.


Earlier stories:


9 August 2006: Trans Tasman minorities buyout price set at 56c – company considers appeal


8 August 2006: SEA goes unconditional in Trans Tasman bid


4 August 2006: SEA’s Trans Tasman takeover acquisitions now 3.3%


1 August 2006: SEA gets 2% more of Trans Tasman


21 July 2006: Independent advisors & directors find 55c Trans Tasman offer acceptable


19 July 2006: New SEA offer cuts discount to Trans Tasman NTA to 21%


18 June 2006: Lu’s new offer for Trans Tasman at 26% discount to NTA


 


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Attribution: Company statements, story written by Bob Dey for this website.

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Trans Tasman makes half-year loss

Published 15 August 2006


Trans Tasman Properties Ltd made a $2.6 million net loss in the June half, down from a $6.5 million profit in 2005.



The result was after deducting $2.1 million of non-operating items ($1.8 million in 2005).


Shareholders’ equity was $102.4 million and reported net asset value 66c/share, a value the company described as “an accounting calculation based upon the current carrying value of the net assets of the group. NAV is not a proxy for the market value of the company’s equity or a break-up value of the business.”Trans Tasman created an offshoot, Asian Growth Properties Ltd, last year and disposed of 97.5% of its shares in that company in January, when Asian Growth was listed on the London Stock Exchange’s alternative investment market.


The group head office moved back to Auckland from Singapore in April and Trans Tasman is now focused on the New Zealand & Australian markets. The board has resolved not to pay an interim dividend for the 2006 year. Operating revenue was down from $63.5 million to $31.7 million, the pretax operating return down from $5.6 million to a $3 million loss.


“Operating revenues are determined by project completion & sale dates and bear little or no comparability with previous periods. Revenues derived during the period principally relate to the sale of Viaduct 2 & the further sales of strata units at 65 York St, Sydney. “Non-operating items incurred by the group during 2006 principally comprise unrealised provisions in relation to recording the group’s investment in Asian Growth at market value as at 30 June.”The company said it had significant retained earnings in Australia and the liquidation or wind-up of its Australian business might trigger an $A15 million tax liability (12c/share). “As there is no intention to liquidate Trans Tasman or its Australian business, any future potential tax impost that the Australian retained earnings may create does not meet the definition of a liability under the accounting standards and is therefore not taken into account in shareholders’ equity and therefore not recognised in NAV.”Trans Tasman completed a number of significant transactions during the half, including:

sale of the Viaduct 2 development properties for $23.5 million
conditional sale of the Viaduct 1 development properties for $5 million
sale of 9 strata units at 65 York St, Sydney, for $A5 million.

Current activities includeAuckland Viaduct: The group has bought a fourth contiguous site in Packenham St for $16 million, with settlement due in mid-2007. The purchase results in a land area of the combined future development sites, known as Viaduct 3, of 16,905m². Following discussions with the Auckland City Council and the head lessor, Ports of Auckland Ltd, high-level design concepts are being developed for the sites.The company believes the sites will ultimately be zoned for higher-value uses, including residential. The buildings on the land are currently tenanted, with a number of leases running through to 2010. Trans Tasman expects Viaduct 3 development will be a minimum 8-10-year project.Clearwater:Earthworks & subdivisional works for a further 42 residential lots are about 50% complete and the sites are being marketed for sale.The draft decision in relation to a variation to the district plan dealing with further development at Clearwater was issued, providing for total residential development of 111 sites & 350 hotel suites (on a room-equivalent basis). When the 42-lot Kaikanui subdivision is completed, the Clearwater group will only be permitted to develop a further 11 residential sites without gaining further resource consents.Belfast, Christchurch:Trans Tasman announced the conditional purchase of 27.2ha of development land in Johns Rd, Christchurch, for $9.66 million in July 2005.The land is next to the group’s existing 6.4ha Johns Rd site, which in turn is next to Clearwater. The purchase is conditional on rezoning of the land before July 2007.The group has finalised outline development plans for the Belfast land and an application has been made to the Environment Court in relation to those plans & subsequent variation to the Christchurch district plan. No development on the Belfast land is expected before early 2008.Grasmere, Canterbury:The 10 large-format residential sites ranging from 5500-9500m², and a residential chalet at Grasmere high country estate, are being marketed for sale.Woodend, Christchurch: Trans Tasman bought a 55% interest in a 125ha lifestyle block development north of Christchurch in late 2004. Resource consent has been granted for a subdivision comprising 27 4ha blocks and the company is reviewing the form & scale of future development.


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Attribution: Company statement, story written by Bob Dey for this website.

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SEA goes unconditional in Trans Tasman bid

Published 7 August 2006


SEA Holdings NZ Ltd went unconditional on its takeover bid for Trans Tasman Properties Ltd today, waiving the condition of getting to 90% by the closing time – 5pm today – and extending the bid to Wednesday 23 August.



SEA, local subsidiary of listed Hong Kong property company SEA Holdings Ltd, collected 17% of Trans Tasman through its bid, launched on 6 July, getting to 69.08% late this afternoon.


SEA began its latest takeover bid at 51c/share, then lifted it to 55c on 17 July. When Trans Tasman was split into Australasian & Asian asset-owning companies in January, SEA had reached 66.26% of the combined company. Its stake got down to 52.25% of the Australasian remnant when the bid was launched.


Earlier stories:


4 August 2006: SEA’s Trans Tasman takeover acquisitions now 3.3%


1 August 2006: SEA gets 2% more of Trans Tasman


21 July 2006: Independent advisors & directors find 55c Trans Tasman offer acceptable


19 July 2006: New SEA offer cuts discount to Trans Tasman NTA to 21%


18 June 2006: Lu’s new offer for Trans Tasman at 26% discount to NTA


 


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Attribution: Company statement, story written by Bob Dey for this website.

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SEA’s Trans Tasman takeover acquisitions now 3.3%

Published 4 August 2006


SEA Holdings NZ Ltd has acquired another 1.1% of Trans Tasman Properties Ltd, taking its acquisition under the current takeover bid to 3.3% and its total stake to 55.55%.


 


Earlier stories:


1 August 2006: SEA gets 2% more of Trans Tasman


21 July 2006: Independent advisors & directors find 55c Trans Tasman offer acceptable


19 July 2006: New SEA offer cuts discount to Trans Tasman NTA to 21%


18 June 2006: Lu’s new offer for Trans Tasman at 26% discount to NTA


 


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Attribution: Company statement, story written by Bob Dey for this website.

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SEA gets 2% more of Trans Tasman

Published 1 August 2006


SEA Holdings NZ Ltd bumped its stake in Trans Tasman Properties Ltd up to 54.47% on Monday, with 2.22% from acceptances of its 55c/share takeover offer.


 


Earlier stories:


21 July 2006: Independent advisors & directors find 55c Trans Tasman offer acceptable


19 July 2006: New SEA offer cuts discount to Trans Tasman NTA to 21%


18 June 2006: Lu’s new offer for Trans Tasman at 26% discount to NTA


 


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Attribution: Company statement, story written by Bob Dey for this website.

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Independent advisors & directors find 55c Trans Tasman offer acceptable

Published 21 July 2006


Anybody still dreaming that the takeover price for Trans Tasman Properties Ltd might get closer to asset backing than market share price had their hopes dashed by the independent report on the bid, now going out to shareholders.



Trans Tasman’s independent directors unanimously recommended yesterday that shareholders accept the 55c/share full takeover offer from SEA Holdings NZ Ltd, which is a 20.6% discount to the 69.3c asset backing (in February).


The leader of that trio, John Ferner, said after getting advice from 2 sources the independent directors managed to persuade SEA to lift its bid by 4c from the original 51c/share, putting it in the middle of the 51-59c range of independent advisor Ferrier Hodgson.


Ferrier Hodgson’s base-case valuation was 52c/share. The independent directors also asked specialist corporate finance advisory firm Simmons Corporate Finance Limited to review the Ferrier Hodgson assessment, and Simmons generally agreed with Ferrier Hodgson.Ferrier Hodgson valued Trans Tasman on a going-concern basis, resulting in a higher valuation than under a liquidation scenario. “Given that Ferrier Hodgson is valuing Trans Tasman’s shares (rather than the company’s assets), it has taken into account the company’s management costs under a going-concern scenario,” Mr Ferner said. “In addition, most of Trans Tasman’s assets represent development projects. The current valuations of these projects take into account the present value of the potential development gains. It follows that the management costs necessary to achieve those future gains must also be taken into account.”Simmons held discussions with senior management & directors as well as reviewing the Ferrier Hodgson assessment. “It has advised us that it generally agrees with the conclusions reached in the Ferrier Hodgson report on the valuation of Trans Tasman and the merits of the offer. Furthermore, it agrees with our recommendation & assessment of the other factors which are likely to be relevant to shareholders’ decision-making in relation to the offer,” Mr Ferner said.


SEA made its offer on 6 July and will close it on Monday 7 August. It’s conditional on SEA getting 90% of Trans Tasman, enabling 100% takeover through compulsory acquisition, although SEA can waive that condition.


SEA controlled just under 53% of Trans Tasman. When the split into Australasian & Asian asset-owning companies was made in January, SEA had reached 66.26% of the combined company.Mr Ferner said in his letter to shareholders the 55c offer represented a 20% premium to the volume-weighted average price of Trans Tasman shares in the 12 months to 15 June (the day before the bid was announced), 46c, which was also the closing price that day.


“Based on discussions with SEA, the independent directors do not consider it likely that SEA will increase the offer price. However, given that SEA has stated its intention to privatise Trans Tasman, the possibility of SEA further increasing the offer price cannot be ruled out,” Mr Ferner said.The offer can be extended a number of times up to a maximum offer period of 90 days or, if the minimum acceptance condition is satisfied or waived, 150 days.Mr Ferner said the independent directors understood there was very little prospect of SEA being prepared to sell its Trans Tasman shares. Accordingly, there was very little prospect of a competing bidder making a takeover offer.


Earlier stories:


19 July 2006: New SEA offer cuts discount to Trans Tasman NTA to 21%


18 June 2006: Lu’s new offer for Trans Tasman at 26% discount to NTA


 


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Attribution: Company statement, story written by Bob Dey for this website.

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New SEA offer cuts discount to Trans Tasman NTA to 21%

Published 19 July 2006


Trans Tasman Properties Ltd’s controlling shareholder, Jesse Lu of Hong Kong-listed SEA Holdings Ltd, lifted his takeover bid by 4c to 55c/share on Monday.



That reduces the offer discount to the 69.3c asset backing (in February) from 26.4% to 20.6%.


SEA Holdings NZ Ltd director (and Trans Tasman executive chairman) Don Fletcher said the increase in the offer followed negotiations with Trans Tasman’s independent directors.


SEA announced its offer on 16 June and issued the takeover documents on 6 July. The closing date remains unchanged – Monday 7 August. SEA controlled just under 53% of Trans Tasman. When the split into Australasian & Asian asset-owning companies was made in January, SEA had reached 66.26% of the combined company.


Trans Tasman’s share price was down at 46c before the bid was announced, rose to 51c to match the original bid, climbed to 55c on Monday and slipped 1c yesterday.


On 7 July 2006 Trans Tasman Properties Limited (Trans Tasman) advised shareholders that it had formed a special committee of independent directors, comprising John Ferner, Carl Peterson and Warren Wilton to evaluate the takeover offer received from SEA Holdings New Zealand Limited (SEANZ). Trans Tasman’s independent directors’ committee said Ferrier Hodgson, in a draft of its independent advisor’s report, assessed the value of Trans Tasman’s shares to be in the range of 51-59c.


Independent director John Ferner said that after getting that advice, he & fellow independent directors Carl Peterson & Warren Wilton met SEA NZ to negotiate a higher offer price, resulting in the 4c increase.Trans Tasman’s target company statement will be sent to shareholders by 24 July. Included in it will be a recommendation from the independent directors that shareholders accept the revised offer. “In the meantime we recommend shareholders wait until they have had the opportunity to consider the target company statement & the full Ferrier Hodgson report before taking any action,” Mr Ferner said.


Earlier story:


18 June 2006: Lu’s new offer for Trans Tasman at 26% discount to NTA


 


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Attribution: Company statement, story written by Bob Dey for this website.

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Lu’s new offer for Trans Tasman at 26% discount to NTA

Published 18 June 2006


Hong Kong controlling shareholder of Trans Tasman Properties Ltd, Jesse Lu, made a 51c/share cash takeover bid on Friday morning for the 52.69% he doesn’t already control. By the end of the day the share price had climbed 5c on market to match the offer price.



It’s still well short of asset backing, as was Mr Lu’s previous bid in 2004.


After the Asian Growth Properties Ltd spin-off in January, Trans Tasman said it had total assets of $124.6 million, total liabilities of only $21.3 million for shareholders’ equity of $103.3 million. Its property assets at book value were $100.9 million, Asian Growth investment $7.6 million, investment in Professional Service Brokers $6.6 million, while term debt was only $16.1 million.With another $4.9 million in unrealised valuation gains, by the end of February total group equity rose to $108.2 million and asset backing increased to 69.3c/share, which puts the discount on the latest offer at 26.4%.


Minority shareholders bought out in March under the minority buyout provision were paid 45.06c/share. That was the weighted average trading price for the month before 28 September 2005, when Trans Tasman announced the restructure under which it set up Asian Growth as a new stock listed on the London Stock Exchange’s Aim (alternative investment market).


The larger chunk of Trans Tasman sold into the London float has fared worse on-market than the New Zealand residue. When Asian Growth released its results for the December 2005 year, in February, it disclosed asset backing of $HK7.22/share ($NZ1.504c today). Its share price has been at or below 40p since then, most recently at 32.5p (NZ97.3c) – a 35.3% discount.


SEA previously made a 40c/share takeover bid for Trans Tasman (including Asian assets) in 2004, getting to 61.2% of the company. When the split into Australasian & Asian asset-owning companies was made in January, SEA had reached 66.26% of the combined company.


SEA now holds 52.69% of Trans Tasman, the Accident Compensation Corp 5.51%, and another 18.31% is held through NZ Central Securities Depository Ltd.


Trans Tasman’s independent directors have to appoint an independent advisor to report on the new offer. That report is expected to come in 3-5 weeks.


The offer is conditional on Mr Lu’s local holding company, SEA Holdings NZ Ltd, gaining 90% of Trans Tasman. It’s scheduled to open on Monday 3 July. Closing date is Wednesday 2 August. On that basis, the latest date the offer can be declared unconditional is Wednesday 16 August. If extended, the final date for going unconditional is Friday 13 October.


Websites: Trans Tasman Properties


Asian Growth page at LSE


 


Earlier stories:


10 May 2006: Smaller Trans Tasman reckons it has a profitable niche in development


3 March 2006: Trans Tasman strengthens balance sheet after Asian Growth spin-off


3 March 2006: Asian Growth’s solid balance sheet doesn’t stop share price discount


24 January 2006: Trans Tasman prices minority buyout at 45.06c


22 January 2006: SEA back to 52% of Trans Tasman as new Asian Growth shares slide


18 January 2006: Asian Growth starts well in London then slips


5 November 2005: SEA will keep majority in both Trans Tasman companies


19 August 2005: Trans Tasman surplus halved but transition to active investor-developer complete


 


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Attribution: Company statement, story written by Bob Dey for this website.

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Smaller Trans Tasman reckons it has a profitable niche in development

Published 10 May 2006


Trans Tasman Properties Ltd became a much smaller company in January with the creation of its London-listed Hong Kong offshoot, Asian Growth Properties Ltd, and it had a much smaller (and quieter) annual meeting yesterday to match.



“”It will be mainly focused on New Zealand, it will be watching Australia for opportunities, but the main ability to  fund & execute developments is most likely to come from New Zealand,” executive chairman Don Fletcher said.


“We believe there is a niche in the New Zealand market for a company of our size (just over $100 million in assets) to make money from property development in New Zealand & Australia.


“What we have been finding is that, from our work at the Airpark in Auckland, the Viaduct, certainly in Christchurch & Queenstown, that there is an opportunity for us to take positions in land development, with specialised knowledge of the Resource Management Act and specialist construction expertise.


“There seems to be quite a gap in the market between small & private developers and the largescale developers. One of the issues is that most of the value seems to be coming from land rezoning at the moment, and due to relatively soft leasing the construction side is difficult.


“We believe at around this size, at a target internal rate of return averaging over a period at around 15%, we can achieve a viable & profitable business in New Zealand & Australia.”


Trans Tasman remains just over 50% owned by SEA Holdings Ltd of Hong Kong, and Mr Fletcher said SEA managing director Jesse Lu supported the New Zealand company in its new shape & direction – now as a developer instead of as a passive investor.


Head office back to Auckland, Sydney office retained


Trans Tasman moved its head office to Singapore on 1 January 2005, to be closer to the bulk of its activity. On 1 May the head office moved back to Auckland. The company also retains its office in Sydney, where Mr Fletcher lives.


To a question, Mr Fletcher said Trans Tasman would reflect in its annual reports the changes in value of developments, which would no longer be reflected in the accounts on the shift to international financial reporting standards.


“Under IFRS we will still treat our development assets more or less as current assets. They will not be revalued, they will be taken to book at cost. But it is this board’s intention, in the notes in the annual report, to give some guidance to the value of those developments as they proceed, which is not reflected in the net asset value of the company until the development is sold.”


On dividends, Mr Fletcher said it was recognised that dividend cashflow was an important element of share pricing in New Zealand. But, he said, “we haven’t stated a firm dividend policy.”


He intimated Trans Tasman would pay dividends some years and not in others – steering clear of the set percentage policy of a number of listed property entities – and warned: “But you have to be careful that you don’t create a dividend for the benefit of the shareholders and to the detriment of the company. There’s a few people in trouble on that now.”


Asked by ING (NZ) Ltd investment manager Craig Tyson what Trans Tasman would do to get more institutions interested in the company – because they would ultimately drive the share price – Mr Fletcher confessed the company hadn’t been strong on communicating.


“We haven’t really been active with roadshows. We will this year.” But first, he said, Trans Tasman needed to prove its performance from development, “get some runs on the board.”


As downsizing companies go, Trans Tasman had a busy year in 2005:

It sold EDS House, Wellington
It settled the sale of Qantas House & the Finance Centre, Auckland
It sold the Air New Zealand head office development at Viaduct Harbour
It bought a 125ha development property at Woodend, Christchurch, next to Infinity Ltd’s Pegasus Bay town development, which has been launched with more than $120 million in sales
It sold the remaining 2 Airpark 1 sites on the approach to Auckland Airport at Mangere
It bought a further development site at 120 Halsey St, Viaduct Harbour
It conditionally bought a 27.2ha development site in Belfast, Christchurch
Off-market & non pro-rata, it bought back 14.3 million shares at 40c/share, and
It sold a further 10% of the strata units at 65 York St, Sydney.

This year, Trans Tasman has:

completed the sale of 97.5% of the group’s investment in Asian Growth Properties
sold the Viaduct 1 & Viaduct 2 development properties to Manson Developments Ltd for $28.5 million, and
bought a fourth contiguous development site in Packenham St, Viaduct Harbour.

“The group has now accumulated a 16,904m² future development site in this prime Auckland location. Auckland City Council is currently progressing a zoning plan change for the Western Reclamation which will ultimately determine the type & scale of development permitted on this site. Trans Tasman is a major stakeholder in this area.”


Sale of the 2 large Viaduct properties for more than their tax values meant the company would use the rest of its New Zealand tax losses.


Other developments Excavation for the 520-space carpark between Man & Shotover Sts, Queenstown, in conjunction with a local Queenstown investor, was nearing completion and construction has started. The basement carpark development is targeted to be completed late this year, providing a 4000m² building platform. Mr Fletcher said the group was assessing the merits of a mixed-use development on this platform.At Clearwater in Christchurch, Trans Tasman owns a 34% controlling interest in the Clearwater residential & commercial development. Construction & earthworks have started for a further 41 residential sections and the 2-stage development is expected to be completed in early 2007. Sections were recently released to the market, and planning & the consent process continue in relation to Clearwater’s excess commercial & residential lands.The 27.2ha on Johns Rd, Belfast, bought last July for $9.52 million, adjoins the group’s existing 6.4ha Johns Rd site and is near the Clearwater investment. “The purchase is conditional upon rezoning of the land within 2 years and provides the group with a significant land-bank opportunity in this area. Planning for a comprehensive mixed-used development on the land is currently underway and the initial consent hearings are scheduled for September. No development is expected to commence on the land this year.”At Grasmere, Canterbury, Trans Tasman owns 10 large-format residential sites ranging from 5500-9500m² and a residential chalet at Grasmere high country estate, about 90 minutes’ drive out of Christchurch. The sites were acquired as part of the Finance Centre settlement in April 2005 and are being marketed for sale.


Trans Tasman owns a 55% interest in the 125ha Woodend development block. Resource consent has been granted for a subdivision comprising 28 4ha blocks. The group is finalising development plans & consents, and physical development of the land isn’t expected to start until 2007.Watching & waiting in AustraliaMr Fletcher said Trans Tasman made no more investments in Australia during the year but continued to maintain an office in Sydney and continually monitored the market for further opportunities. “The board maintains the view that the Australian property markets remain at or near a cyclical high,” Mr Fletcher said.Direct debt below $10 millionAt the end of 2005, Trans Tasman got its consolidated borrowings down from $195 million to $133 million. After disposing of Asian Growth, that debt has been cut to $37 million, of which $21 million is non-recourse & relates to debt facilities associated with Clearwater & the Queenstown carpark development. Once the Viaduct 1 & 2 sales are settled, scheduled for this month, Trans Tasman will have direct borrowings of less than $10 million and cash reserves of about $20 million available for investment.


Arbitration


One sour note for the company is the decision of 11 shareholders, holding just under 1 million shares, to seek arbitration over the buyout price advised by Trans Tasman in relation to the Asian Growth divestment package.


Howarth Porter Wigglesworth Ltd partner Peter Hayes has been appointed arbitrator and the arbitration process has started. Mr Fletcher said: “Your board strongly believes, as previously stated, that the buyout price should be market price prior to the announcement of the transaction. In any event the arbitration outcome will have an immaterial financial effect on the company.”


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Attribution: Annual meeting, story written by Bob Dey for this website.

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