Two shareholders object to bid

Press, 24 September 1983, Page 20

Two shareholders object to bid

A former chairman of New Zealand Motor Bodies, Ltd, Mr G. D. Stewart, is one of two shareholders who have raised objections to the take-over bid for the company by Coachwork International, Ltd.

Mr Stewart, who spoke to “The Press” by telephone from Wellington, was replaced as chairman of NZMB in 1976 when both Transport Nelson, now TNL Group, Ltd, and Moller Holdings, Ltd, acquired holdings in the company. TNL and Moller, along with EMCO Group, Ltd, are the equal owners of Coachwork International.

Among the issues raised by Mr Stewart are the fate of the SI.9M tax losses which NZMB has available, whether NZMB shareholders should have been provided with accounts for the year to June 30, and a summary of the independent assessment of NZMB, made by Mr L. R. Willis, the Auckland chartered accountant, which was commissioned by the four independent directors of the NZMB board when the offer by Coachwork was made. Some of the issues raised by Mr Stewart have also been echoed by a second shareholder, Mr S. J. White, of Auckland, in a letter to shareholders of NZMB and “others.”

Mr R. W. Stannard, who has been appointed acting chairman of NZMB as one of the four independent directors on the board not involved in Coachwork, said that the Willis report had been commissioned by the independent directors, independently of the Coachwork directors in NZMB. In the offer documents, Mr Stannard said that Mr Willis reported that the offer price of 100 c an NZMB share was “realistic.” On the matter of the latest annual accounts, Mr Stannard said yesterday that he had been overseas

when the last board meeting had been held, but expected that the accounts would be available after the next directors’ meeting in the middle of October.

Last year NZMB issued a preliminary profit report on September 27, but the year before it was late October.

On the matter of the tax losses, Mr Stannard said that he did not wish to comment further because he believed that the issue had been adequately covered in the offer documents. He also said that he could not comment on all aspects of the letter written by Mr White. However, on the matter of the court case about Emslie Consolidated Industries, Ltd, the Dunedin coach-buildiing firm acquired by NZMB in 1980, he said that he could not comment because the matter

was sub judice.

He was not sure when the case would be heard. NZMB’s counsel were ready now, but it was a matter of setting the fixture date, he said.

On a second issue raised by Mr White, Mr Stannard said that the market for the coach-building industry was depressed and there was a substantial over-capacity in the industry, which was spelled out in the offer. Finally, on the matter of NZMB’s Palmerston North coach-building factory, Mr Stannard said that assets were worth only what they could earn.

As reported on Thursday, Coachwork announced that it had received acceptances for 75 per cent of the capital, including the interests held by TNL and Moller, which amount to more than 55 per cent.