Synlait co-founder John Penno’s complaint about who can vote at an upcoming shareholder’s meeting on September 18 has been dismissed.
At that meeting, the Synlait board will ask shareholders to approve resolutions relating to the proposed recapitalisation of the issuance of $185 million of shares to Bright Dairy Holding Limited and of $32.8m shares to the a2 Milk Company and the settlement with a2MC and A2 Infant Nutrition Limited.
Penno’s complaint said that under the NZX listing rules and takeovers code, Bright and a2 Milk Company should not be able to vote on resolutions relating to the recapitalisation of Synlait.
If they were excluded, this would have left only shareholders other than Bright and a2MC being able to vote on the two resolutions at the meeting.
The notice of complaint was filed to NZ RegCo and the Takeovers Panel, which is responsible for enforcing the rules NZX markets operate under.
The Takeovers Panel met on September 5 to consider the complaint and released its ruling the following day, saying that it considered that each of a2MC and Bright were acting in pursuit of their respective commercial interests, rather than as part of a coordinated strategy relating to control over voting rights.
“Accordingly, the panel declined to call a Section 32 meeting under the [Takeovers] Act and, based on the information before it, will not take any further action in relation to this matter at this stage.”
Section 32 meetings are held by the Takeovers Panel to determine whether a person has breached the Takeovers Code.
In a statement, Synlait chair George Adams said the board is following a comprehensive, considered and well-advised process.
“Our focus remains on ensuring retail shareholders understand the merits of the proposal and how critical it is they vote in favour of it.
“Our proposal recapitalises the company, pays bondholders, provides a refinance option for our banks and ensures a viable future for more than 1400 employees and hundreds of farming businesses. We are confident in our plan to return Synlait to profitability and positive cashflows which should, in time, benefit all shareholders.”
The special shareholders’ meeting will proceed as scheduled on Wednesday, September 18 at 9am.
In Focus Podcast | New tech to map farms and aid decision-making
Silver Fern Farms has partnered with Wellington-based Lynker Analytics to form a new company, Prism Earth, to help farmers better understand and capitalise on their natural vegetation and biodiversity.
Managing director of Prism Earth, Matt Lythe, tells Bryan the company will help primary producers face up to critical challenges such as developing diversified revenue streams, adjusting to changing climatic conditions, meeting emissions targets and responding to changing buyer behaviour.
