Lion seeks approval

Press, 10 June 1978, Page 19

Lion seeks approval

Lion Breweries Ltd, has’ called a meeting of share-; (holders on June 29 at which (shareholders will be asked; Ito approve the formation, in; (January, of Androcles Cor-} (potation, Ltd, and the issue! ■ of Lion shares to it. } Lion’s directors have sent} (shareholders a notice of the imeeting, and a two-part res-} olution which they will be ; asked to pass. The resolution reads: “That this meeting hereby approves, confirms and ratifies the allotment and issue to Androcles Corporation, (Ltd, on January 6, 1978. of I 25,000,000 ordinary stock (units of 50c each in the ; capital of Lion Breweries (Ltd. at par and credited as I fully paid up. in consideration of 25,000,000 ordinary shares of 50c each in the capital of Androcles Corporation Ltd, at par, and credited as fully paid up. “That, without attempting to impose any obligation upon any person or persons, other than the board of directors of Lion Breweries, Ltd, this meeting hereby re-} quires the board of directors of Lion Breweries, Ltd, to do all in its power to secure , and ensure that Androcles 1 Corporation, Ltd, shall cease to hold the 25,000,000 ordi- , nary stock units in the capi- | tai of Lion Breweries, Ltd, ( when legislation has been ( enacted which protects the interests of the general body , of shareholders in the control of their company.” An explanatory note ■ informs shareholders that , the resolution, if carried,}! will ratify what the board,l

(has done, and points out} that “certain legal questions” will remain. i Mr J. MacFarlane, a (director of Lion, told reporters today that these included a Lion appeal against refusal; (by the Registrar of Com-} panies to register certain documents, and a suit (against the Lion directors by! ;a Hawke’s Bay stockbroker, (Mr S. J. Cushing, who is a shareholder in Lion, and a director of Brierley Investments, Ltd. In addition to the notice and the explanatory note, Lion shareholders will receive a letter from the. chairman (Sir Clifford Plirn-} mer) which discusses the detailed statement mailed to shareholders in February. Overseas-Chinese Banking Corporation. Ltd, and Malayan Breweries, Ltd, both of Singapore, have informed Lion that these, and other companies had purchased about 10 per cent of the capital of Lion. “They regarded their holdings in Lion as an inIvestment only, and in the •light of this assurance, we feel sure that in due course the financial and trading expertise available through the Singapore shareholders will be mutually beneficial. At! the date of this report their I holding has further in-; creased to 13.07 per cent of the total paid up capital of Lion,” Sir Clifford Plimmer says. “Events within New Zealand have caused us the greatest concern. We had clear evidence that a much! •less benevolent interest was; I being taken in Lion. We i

’were satisfied that there was no intention to make an (offer to all our shareholders,; , particularly the smaller i Jones, of whom there are so} I many. . “The technique of acquiring control by dealing pri-j 'Jvately with selected shareholders is possible here be-} •cause New Zealand lacks the! protections enjoyed by share-} ‘ holders in Australia, the} United States, and, in par-! ticular. Great Britain. “In the absence of avail-} able protections, Lion and ’ the trustees formed An- . drocles. This arrangement to ■ protect shareholders would i (continue only until the (authorities introduced the 1 necessary safeguards,” says • Sir Clifford Plimmer.