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In a joint statement released through the stock exchange yesterday, Scott chairman Stuart McLauchlan and managing director Chris Hopkins said they did not endorse Zero's unsolicited, conditional $1.50-per-share offer.
"Shareholders accepting the offer should be aware that they will be an unsecured creditor of Zero Commission NZ Ltd during the period between their shares being transferred to Zero Commission NZ Ltd and receiving full payment from Zero Commission NZ Ltd," the statement said.
In accordance with the Companies Act, Scott had to provide Zero with a copy of its share register, and Zero had subsequently written to shareholders, who each hold less than 1300 Scott shares, making the offer.
Mr McLauchlan and Mr Hopkins recommended shareholders seek independent financial or legal advice if they were uncertain about the matter or were contemplating selling their Scott shares.
"Shareholders are under no obligation to accept the offer or to take any action in respect of it," they said.
In June last year, BusinessDay reported that Zero had said it sought advice from the Financial Markets Authority (FMA) after a law change targeting low-ball buyer Bernard Whimp.
At that time, shareholders with fewer than 1500 shares in timber products company Tenon received letters from Zero, a Waiheke Island-based company which targets investors with holdings it claims are not worth selling through a broker because of the fees involved. Zero offered 82c a share for Tenon, which had a market price of 90c when the letters were sent to shareholders.
Zero Commission partner Philip Briggs, a veteran investor, said after a law change targeting low-ball offers, the company wrote to the FMA to find out what it needed to do to be within the rules.
"We have basically asked them what they would like; they told us what they would like; and we have agreed to do what they want," he said.