Shareholders seek to revisit joint venture

Silver Fern Farms will hold a special meeting in Dunedin on July 11 after a request from a group of shareholders to revisit the Shanghai Maling joint venture.

But the company says it is not, and will not be, bound by the result of the resolution that has been put up.

Requisitioners John Shrimpton and Blair Gallagher are seeking to stop the transaction, which was approved by shareholders in October last year.

Mr Shrimpton and Mr Gallagher were now urging shareholders to vote against the special resolution, which asked shareholders to approve the proposed partnership with Shanghai Maling.

In a statement in opposition to the resolution, they said many of the requisitioners voted in favour of the ordinary resolution put to shareholders in October.

But subsequent developments and analysis had convinced them the proposed transaction was not properly approved then and how it had been pursued by the company overall had led them to conclude it was not in shareholders' best interests and should not be approved now, they said.

Silver Fern Farms said the transaction remained in the best interests of the co-operative and its shareholders and the board intended to complete the transaction, irrespective of the outcome of the resolution, as it considered the co-operative was contractually bound to do.

The board considered the conclusions from the Financial Markets Authority, following a complaint lodged by New Zealand First leader Winston Peters, directly addressed some of the key allegations made by the two requisitioners in seeking support for the requisition.

The FMA said it would not be taking any action against Silver Fern Farms in relation to information contained in an information pack given to shareholders. The board had never accepted those allegations and it regarded it as ‘‘now put to rest''.

Mr Shrimpton, a co-founder of Vietnam-based Dragon Capital and a large landowner in the Canterbury high country, told the Otago Daily Times the requisitioners all ‘‘cared deeply'' about the company.‘‘Sometimes in life, you just have to do the right thing. This transaction, really, from day one, has given me very strong concerns the more I delved into this,'' he said.

It was ‘‘without a doubt'' the most important vote that shareholders had in the history of the company.

It was about whether the company continued as a co-operative or became a non-controlling investor and supplier to the Chinese controlling owner of the business, he said.

At the time of the vote last year, there was a premise of the threat of receivership hanging over the company. When the financial report was published in November, it showed the company was clearly not a candidate for receivership, he said.

Its financial position and performance was much better than had been indicated to shareholders. It was in a healthy, bankable and refinanceable state and should continue on its own, he said.‘‘There was no monster in the wardrobe, effectively,'' he said.

It was a great company and business and management had done a very good job, particularly on reducing debt. That was a credit to everyone involved.

The vote had to be conducted with ‘‘absolutely scrupulous transparency'', as there was so much at stake.

If the vote was run properly and fairly and shareholders approved the transaction through the special resolution, Mr Shrimpton said he and Mr Gallagher had said they would accept that.‘‘It goes on from there. Good luck for people that think it's going to be happily ever after that, really,'' he said.

The notice of meeting and a voting pack for eligible shareholders would be mailed to shareholders at least 10 business days before the meeting date.

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