The Horizon Energy board has registered surprise at Marlborough Lines chairman David Dew's comments in NBR earlier this week relating to a Takeovers Panel decision to award costs against Marlborough which he dubbed "absolutely bizarre."Hori
The Horizon Energy board has registered surprise at Marlborough Lines chairman David Dew's comments in NBR earlier this week relating to a Takeovers Panel decision to award costs against Marlborough which he dubbed "absolutely bizarre."
Horizon Energy chief executive Mr Ajay Anand said in a press release today that Horizon Energy had "moved on” from Takeovers Panel rulings in May this year.
“The Horizon Energy board had hoped it could now focus its attention on the business of running the company and creating value for Horizon Energy shareholders, who now included Marlborough Lines.”
While the company “took issue with Mr Dew’s comments,” Mr Anand thought it inappropriate to comment further on matters that are the subject of High Court proceedings.
Horizon Energy said last week that Marlborough Lines had filed High Court proceedings against the Takeovers Panel and Horizon to address issues from to a failed 51% takeover bid in September last year.
Marlborough successfully stood in the market to acquire 10.1% of Horizon this month, and moved yesterday to acquire an additional 5%.
In Horizon's annual report, also issued yesterday, chairman Rob Tait noted that "considerable external costs were incurred and a vast amount of management and board time expended" in responding to matters relating to the failed takeover offer and subsequent Takeovers Panel hearing.
The report states that Horizon has enjoyed a "particularly pleasing" profit after tax of $5.9 million in the year to \ March 31, 2010, up from $5.1 million in 2009.
The company has also acquired an additional $3 million of fixed assets, bringing total fixed assets to $100m against a relatively low external debt of $25 million.
The background
In May this year, the Takeovers Panel ruled Horizon Energy did not breach the takeovers code when issuing a revised profit outlook on September 28, 2009, the day before last year’s failed takeover offer.
But Horizon Energy did breach the code by omitting to disclose that the increased profit outlook was partially due to a change in accounting treatment.
A third issue related to comments made by Horizon Energy directors in the company's target statement that they assessed the company to be worth more than an independently assessed value range in a shareholder report. The panel ruled that the comments were not a breach of the code.
The question in each case was whether Horizon Energy's statements were misleading or deceptive or were likely to mislead or deceive.
Marlborough has now filed proceedings against the Takeovers Panel, with Horizon as second defendant, to challenge the panel’s jurisdiction to convene a meeting under s32 of the Takeovers Code to rule on outstanding amounts owing to Horizon Energy as a result of the failed bid.
It is also challenging the panel's award of costs at an earlier se32 meeting and the dismissal of Marlborough Lines submissions at that meeting.
