Shotover Jet -TP To Appoint An Independent Expert
5 March 2004
Shotover Jet - Takeovers Panel To Appoint An Independent Expert
The Takeovers Panel is required, under rule 57 of the Code, to appoint an independent expert to determine the value of the shares in Shotover Jet Limited being compulsorily acquired by Ngai Tahu Holdings Corporation Limited. This is the first time that the Panel has been required to appoint an independent expert.
The Panel is seeking expressions of interest from persons who wish to be considered for appointment as the independent expert.
An independent expert needs to be appointed because Ngai Tahu has received written objections to the acquisition price specified in the compulsory acquisition notice from shareholders who together hold more than 10% of the outstanding shares in Shotover Jet.
The Code requires the independent expert to calculate the fair and reasonable value of the Shotover shares being compulsorily acquired by:
(a) first assessing the value of all the equity securities in the class of equity securities of which the equity security forms part; and
(b) then allocating that value pro rata among all the securities of that class.
The amount determined by the independent expert will be the amount Ngai Tahu will pay to all outstanding shareholders. If it is higher than the acquisition price all outstanding shareholders would get a "top-up". If the amount is less, outstanding shareholders can be required to return the difference to Ngai Tahu.
The independent expert must make its determination of the fair and reasonable value of the Shotover Jet shares within 28 days after being appointed.
The costs of the expert determination must be paid by Ngai Tahu.
Persons who wish to be considered for appointment as the independent expert under rule 57 in respect of the compulsory acquisition of Shotover Jet should provide the following information to the Panel:
- their qualifications, expertise and relevant experience
- the names of the individuals who would prepare the determination and copies of their current curricula vitae
- a statement of the approach which they would take to determine the fair and reasonable value of the shares in Shotover Jet
- confirmation that the determination would be completed within 28 days of appointment
- a statement that they have no conflict of interest that could affect their ability to provide an unbiased determination
- disclosure of all past and present relationships with Ngai Tahu, Shotover Jet, the directors of Ngai Tahu and Shotover Jet and the major shareholders of Ngai Tahu
- confirmation that they have sufficient professional liability insurance for the purposes of appointment as independent expert
- The level and basis of fees they would charge in respect of the determination.
Expressions of interest must be received by 5 p.m. Tuesday 9 March 2004. Expressions of interest may be sent to the Takeovers Panel, by post, fax or email for the attention of Marion Hemphill (firstname.lastname@example.org). The Panel intends to make an appointment as soon as possible.