Commercial Androcles no more

Press, 28 August 1979, Page 18

Commercial Androcles no more

Androcie=. Corporation is i bo more. The shareholders of Lion Breweries voted over-1 whelmingly last Thursday to • dismantle the Androcies Cor-' poration, the anti-take-over 1 device set up by the directors last year. Voting in favour of the new scheme of arrangement; was 25,606,959 with 450 votes against and 725 considered invalid. The shareholders' decision; ends a chapter in the controversial setting up of: directors of the “dummy! corporation” designed to' make a take-over of Lion! Breweries impossible. The chairman (Mr R. P. Thompson) briefly explained; in part that if shareholders; voted in favour of the new scheme of arrangement. An-' dr deles would surrender to the parent company for cancellation 28,125,000 ordinary shares held as fully-paid up capital in Lion — and that

lithe issued capital of An-l drocles would be reduced to| ! 1000 shares of which 999; uncalled shares would be ’ held by Lion and one by a /subsidiary, T. G. Macarthy, ■ i Ltd. “Although Androcles will survive, its decline in status J should give shareholders no : undue concern,” Mr Thomp)!son told shareholders. ■ “It’s creation was an urgent necessity, and sharei holders have generally . accepted that it was a short dterm expedient that has • pretty well fulfilled its purpose. i “The Androcles affair is a , lesson to both shareholders and directors for the need to i | maintain eternal vigilance as I the price of freedom. •I Virtually at the same ■I time, Mr Justice White in i the Wellington Supreme • Court refused motions ’ sought by a Lion sharei holder and director of Brierley Investments, Ltd, Mr S.

-|J. Cushing, to have the Anijdrocles scheme dismantled. |j And so an amusing chap»ter in New Zealand company i history is closed. The directors of Lion Breweries have kept faith with their share- [ holders, and with the share- ; market, by fulfilling the . promise made by Mr . Thompson — in the brilliant speech to the meeting which approved the scheme last year — that Androcles ' would be set aside as soon ’ as the need for- it had dis- ■ appeared. ’ Brierley Investments are ’ probably not happy with the outcome of it aIL because i the practical aspects of . the > proceedings have obscured • the determination of the ' principle which it sought to establish. The fact is that Brierleys were outmanoeuvred, and : had the wind taken out of their sails by the overwhelming support from the Lion shareholders to their directors.