- Release Date: 07/08/14 13:28
- Summary: MEETING: MTF: Special meeting 13 August 2014 - further update
- Price Sensitive: No
- Download Document 3.71KB
MTF 07/08/2014 13:28 MEETING REL: 1328 HRS Motor Trade Finances Limited MEETING: MTF: Special meeting 13 August 2014 - further update Doug Rushbrooke, an MTF shareholder, has forwarded a letter from Heartland New Zealand, to selected MTF shareholders, setting out some of the conditions under which Heartland is interested in acquiring the business of MTF. Heartland states that it is interested only if the Sportzone case is resolved. This confirms the Board's belief that Mr Rushbrooke and the proposing shareholders are working in cooperation with Heartland. Shareholders should be aware of this fact when considering the resolutions proposed by Mr Rushbrooke and his allied shareholders. They should have disclosed this fact from the outset. Any proposal from Heartland that requires MTF to prematurely settle the Sportzone case is neither practical, nor in the interests of shareholders or originators, but is advantageous to Heartland. Shareholders should be aware that Heartland's interest is in acquiring MTF for the lowest price it can. It has no interest in preserving value for shareholders. If Heartland wishes to make an offer to acquire MTF, it should make a formal proposal through the Board of MTF, which can then assess the merits for all shareholders and originators, with the benefit of independent expert advice. Alternatively, it is open to Heartland to make a formal takeover offer directly to shareholders, which then requires the Board to respond (including with an independent expert's report) in accordance with the Takeovers Code. The future relationship with originators is clearly an important consideration in any proposal. Your Board has told Heartland several times that MTF is open to engaging with it, under suitable confidentiality agreements, to allow a proposal to be developed. Heartland has refused to sign a confidentiality agreement, except under its own terms, which are not acceptable to MTF. Any views or proposals from Heartland not supported by a formal offer must be regarded as non-binding and speculative. Heartland is a competitor and is acting in its own interests in communicating to selected MTF shareholders, rather than the whole shareholder group. We have previously outlined why you should support the MTF board and management, by voting against the seven resolutions put forth by nine proposing shareholders, who are undermining our ability to run your company in order to assist Heartland. Your vote is important and does count. We ask you not to be distracted by information that may be sent to you by Heartland. The proposing shareholders have no authority to conduct negotiations with Heartland on behalf of MTF. That is the role of the MTF board and management, and there is no takeover proposal currently on the table from Heartland. If any proposal does eventuate, it is possible that other parties interested in acquiring MTF will also emerge creating upwards pressure on the company's share price. By voting against the seven resolutions, you will send a strong message back to the proposing shareholders, who appear to have an agenda that plays into the hands of our competitors. SEND IN YOUR Voting FORM NOW, BY EMAIL OR FAX, AND VOTE AGAINST ALL SEVEN RESOLUTIONS. Your vote must be received by MTF by 11:00 am Monday 11 August 2014. Lodge your proxy or postal vote By email: [email protected] (include 'proxy' / 'postal vote' in the subject line) By Fax: 03 471 7751 By post: PO Box 885, Dunedin 9054 By delivery: 193 Princes Street, Dunedin, 9016 Contact: Angus Bradshaw Managing Director p: 03 467 7988 e: [email protected] Glen Todd Chief Financial Officer p: 03 474 6370 e: [email protected] Yours sincerely, Stephen Higgs Chairman End CA:00253591 For:MTF Type:MEETING Time:2014-08-07 13:28:11
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