Bell receivership petition withdrawn

Press, 13 December 1989, Page 43

Bell receivership petition withdrawn

NZPA-AAP Perth The Adelaide Steamship Co told the Western Australian Supreme Court yesterday it had withdrawn its receivership petition against Bell Resources, Ltd (BRL), after reaching agreement over representation on the bogrd of BRL. BRL’s lawyer, Mr Alex Chernov, Q.C., said Adsteam would gain -four board seats on BRL’s board under undertakings given by the company, which is 58 per cent controlled by Bond Corporation Holdings. Bond Corporation will retain four seats on the board, which will be chaired by an independent director, Mr George Hill.

Mr Chernov said that under the agreement with Adsteam, two Bond Corporation directors, Peter Beckwith and Zoltan Merszei, would resign immediately as directors of BRL and a board meeting of the

company would be convened by midnight last night. At that meeting Mr Hill, Adsteam’s managing director John Spalvins, and three other Adsteam nominees would be added to the BRL board, Mr Chernov said.

The BRL board is now comprised of six members — all Bond Corporation representatives — and chaired by Mr Alan Bond. Bond Corporation representatives to sit on the newly constituted board will be Messrs Bond, Peter Mitchell, Tony Oates and David Aspinall.

The agreement provides also that Bond Corp not use its controlling shareholding to vote the Adsteam nominees or Mr Hill off the BRL board until either 12 months expires or the repayment in full of loans by BRL to other Bond companies.

However, the National Companies and Securities Commission (NCSC) said it was concerned the undertakings between BRL and Adsteam might breach sections of the takeover code.

The NCSC said it was “yet to be persuaded” these events were in the best interests of BRL shareholders and “will take such action as is appropriate.”

“The commission is concerned that such undertakings may be in contravention of section 11 of the companies (acquisition of shares) (Western Australia) code. The commission’s concerns will be conveyed to the Court.”

Earlier the NCSC, which intervened on Monday to become a full party to the dispute, said it had no objections to Adsteam’s withdrawal of the petition.