Authority clears Silver Fern Farms

The Financial Markets Authority has verified Silver Fern Farms' stance that the actions it took informing shareholders of the company's transaction with Shanghai Maling Aquarius Limited were proper procedure, says Rick Powdrell, Federated Farmers Meat & Fibre Industry Group Chairperson.

Rick, a sheep and beef farmer from Te Puke, is commenting on today's announcement that the FMA has completed consideration of complaints against Silver Fern Farms and finds that it does 'not have any reason to believe the (Notice of Meeting and Shareholder) Information Pack was misleading or deceptive”.

'The group who have instigated the special meeting will have to assess this decision as to whether they have a case to promote,” says Rick.

The Authority statement refers to aspects of Silver Fern Farms' transaction with Shanghai Maling Aquarius Limited and the Notice of Meeting and Shareholder Information Pack provided to the company's shareholders ahead of the special meeting held on October 16 last year.

A group of 80 shareholders have called for a special Silver Fern Farms meeting following concerns over the information provided for the October meeting where shareholders gave approval for Shanghai Maling to take 50 per cent stake in Silver Fern Farms.

Shanghai Mailing is a listed subsidiary of Bright Food (Group) Co, China's largest food company.

New Zealand First also lodged complaints with the Authority and its leader Winston Peters, has today described the Authority report on Silver Fern Farms as 'not being worth the paper it is written on”.

'The FMA did not even call us once to discuss our complaint. We understand their ‘engagement' with Silver Fern Farms consisted of a preliminary meeting and being sent self-serving documents from Silver Fern Farms.

'It did not include an accurate chronological record of accounting timelines critical to any investigation. That's not an investigation, that's an establishment fireside chat.

'The FMA failed to send anyone into Silver Fern Farms' head office to carry out a detailed investigation into its documents. This means it did not seek or read internal financials, board reports or board minutes.

'That's the least that we would expect if the FMA was doing its job properly.”

Silver Fern Farms is New Zealand's largest processing company, owned by 6200 farmer shareholders and was offered a $261 million injection by the Chinese company.

Following the FMA's decision, the Silver Fern Farms board has again called on the requisitioning shareholders to withdraw their call for a special meeting and the board reiterates its support for the Shanghai Maling transaction as being in the best interests of the company and its shareholders.

In announcing its findings, the Authority made the following statement:

'The FMA engaged with the directors and senior management of SFF to verify whether relevant information in the [Notice of Meeting and Shareholder] Information Pack could be substantiated.

'We are satisfied that we have been provided with sufficient evidence to substantiate the relevant information. We do not have any reason to believe the [Notice of Meeting and Shareholder] Information Pack was misleading or deceptive.”

In its statement the board says it is pleased its position on these matters has been vindicated.

'The Board considers that the conclusions from the FMA directly address a number of the allegations made by requisitioners in seeking support for the requisition.

'In particular in respect of the information (including the financial information) provided to shareholders by the board ahead of the October 2015, special meeting. The Board has never accepted that allegation, and it regards it as now put to rest.

'The board again calls on the requisitioning shareholders to withdraw their call for a special meeting and the board reiterates its support for the Shanghai Maling transaction...

The Silver Fern Farms statement says the company has received a proposed statement representing two of the 80 requisitioners, and expects to finalise it shortly 'in a form that Silver Fern Farms is willing to include in its notice of meeting”.

'Whilst the statement provided is substantially longer than the maximum length prescribed under the Companies Act. The Company has agreed to include it, unabridged, in its materials to shareholders. Once finalised, we will confirm the date for the special meeting,” the statement says.

A copy of the FMA's announcement is available on the unlisted market trading platform at www.unlisted.co.nz. The Authority is an independent Crown entity, responsible for ensuring public confidence in New Zealand's financial markets and supporting the growth of New Zealand's capital base through effective regulation.

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