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This is the quietest month we’ve had since we started analysing OIC decisions four years ago: only seven decisions, admittedly after a relatively busy December with 40 decisions. It’s also the only month we’ve ever had in which the OIC has made no deletions to the decisions it releases to us. Spotless of Australia takes over Taylors drycleaners It features a takeover bid by Spotless Group Ltd of Australia, through its subsidiary, Spotless Catering Services (NZ) Ltd for Taylors Group Ltd, the drycleaning, laundry and linen hire group. It already owned 54.39% of the Taylors, and offered 120 cents per share for the remaining 45.61%, making a total offer of $2,216,759. Spotless is involved in uniform rentals, contract laundries for institutions, and catering for organisations (“Aust firm makes bid for Taylors Group”, Press, 20/1/94). However the independent directors of Taylors weren’t impressed by the greater control that Spotless (and the OIC) saw as the benefits of the takeover: “Due to its existing shareholding in the offeree, Spotless already has the opportunity to influence the activities of Taylors Textile rental operations. The additional shareholding will give Spotless the opportunity to have greater control of those activities. The applicant advises that if the offer succeeds, Spotless proposes to bring Taylors under its own financing facility umbrella, thus reducing the cost of borrowing significantly.” In February, Spotless dropped its bid after an independent report concluded that the 120 cents a share undervalued the group by up to 65 cents a share. The independent directors, who commissioned the report, had enough shares to prevent the takeover. (“Spotless drops bid for Taylors”, Press, 5/2/94). Retrospective approval: NZOG, Mineral Resources shares to United Resources New Zealand Oil and Gas Ltd, and Mineral Resources Ltd, both of Australia, have been given permission to issue 22.6 million ordinary 50 cent shares, and 14.7 million ordinary 20 cent shares, respectively, to United Resources Investment Holdings Ltd. The use of these shares to pay for the acquisition of United was approved in June 1993, but “a consent for the issue of these shares was inadvertently overlooked.” That month the two companies were given consent to form a 50/50 owned company, Minzog Ltd, to take over United, making United fully overseas owned. The value of the takeover was put at approximately $43,500,000. Sam Neill and family sell land, keep some, at Shotover Sam Neill and family, resident in Australia, receive the OIC rubber stamp again this month, selling a block of land in Otago which they have owned since 1968. Through their Korimako Trust, they’re keeping 6.99 hectares of it, worth $260,000 “to ensure the preservation of the native bush and natural scenic features on the property.” The Trust last appeared in the OIC decisions in August 1993, taking a 33.3% shareholding in Lake Hayes Vineyard Ltd which owned a 31.1056 ha. property at Gibbston in the Shotover District, Otago, and was selling 8.330 ha. to the Trust. In other rural land:
In internal restructuring, Bell Canada International Inc, wholly owned by BCE Inc of Canada, is buying another BCE subsidiary, Bell Canada International (NZ) Ltd. It is “to be funded by Bell Canada International Inc issuing fully paid shares being an amount determined as fair market value for Canadian income tax purposes to BCE Telecom International Inc.”
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