1974-75
VICTORIA
REPORT
from
the
COMPANY TAKE-OVERS COMMITTEE
upon a take-over offer
by
INDUSTRIAL EQUITY LIMITED
for shares in
NOSKE INDUSTRIES LIMITED
together with
APPENDICES
Ordered by the Legislative Assembly, to be printed, 8th May, 1975.
By Authority:
C. H. RIXON, GOVERNMENT PRINTER, MELBOURNE.
D. No. 15-4187/75.-PRICE 60 cents.
EXTRACTED FROM THE MINUTES OF THE PROCEEDINGS OF THE
LEGISLATIVE COUNCIL.
TUESDAY, lOTH SEPTEMBER, 1974.
6. CoMPANY TAKE-OVERS CoMMnTEE.-The Honorab1e Murray Byrne moved, by leave, That the Honorables
M. A. Clarke, J. W. Galbally, and Haddon Storey be members of the Company Take-overs Committee.
Question-put and resolved in the affirmative.
EXTRACTED FROM THE VOTES AND PROCEEDINGS OF THE
LEGISLATIVE ASSEMBLY.
TUESDAY, lOTH SEPTEMBER, 1974.
17. CoMPANY TAKE-OVERS CoMMITTEE.-Motion made, by leave, and question-That Mr. Ebery, Mr. Hayes,
Mr. Mclnnes, and Mr. Wilton be members of the Company Take-overs Committee ; and that the
Committee have leave to sit on days on which the House does not meet (Mr. Hamer)--put and agreed
to.
REPORT
THE COMPANY TAKE-OVERS COMMITTEE, appointed pursuant to the Parliamentary Committees
Act 1968, has the honor to report as follows :-
1. By letter dated 19th February, 1975, the Honorable the Attorney-General referred to the
Committee a take-over offer by Industrial Equity Limited for all the fully paid ordinary shares of
50 cents each in Noske Industries Limited (Attorney-General's letter-Appendix "A").
2. Industrial Equity Limited's offer (Appendix "B ") was dated the 29th November, 1974,
and was to remain open, unless withdrawn, until 15th March, 1975.
The offer was of a consideration of 65 cents cash for each of the offer shares. The offer shares
consisted of 2,863,283 fully paid ordinary shares, being all the fully paid ordinary shares in Noske
as at 4th November, 1974, to which Industrial Equity Limited was not jtself entitled at the date of the
offer.
3. The offer did not include 164,200 shares allotted to employees which were not fully paid, nor
did it include 350,000 shares allotted to Castlemaine Bacon Company Pty. Ltd., on 4th October,
1974, and which were not to be fully paid up until 30th June, 1975. It excluded also 268 preference
shareholders.
4. By circular letter dated 29th November, 1974, the directors of Noske Industries Limited
indicated to shareholders that they were unanimous in their advice that shareholders should reject
the offer (Appendix "C ").
5. Immediately upon receipt of the referral from the Attorney-General, the Committee
undertook an investigation for the purpose of determining whether, in its opinion, a request should
be made to the Governor in Council to declare, pursuant to Section 44E of the Parliamentary
Committees Act 1968, that Noske Industries Limited is a company to which Part VA. of the Act
applies.
6. The Committee heard evidence from the directors of Noske Industries Limited,
the Chairman and the General Manager of the Stock Exchange of Melbourne and the Chairman of
Directors of Industrial Equity Limited, and conferred with the Chief Parliamentary Counsel and
the Commissioner for Corporate Affairs.
7. The Two Companies Involved.- (i) Noske Industries Limited-is the holding company for
a group of companies, the principal activities of which are stock feed manufacture, flour milling,
grain trading, earthmoving and materials handling equipment sales and service, and financing.
The subsidiary companies are Noske Flour Mills Pty. Ltd., Queen's Bridge Motors Pty. Ltd., and
Queen's Bridge Investments Pty. Ltd. The group holds a 51 per cent interest in N. and C. Intensified
Industries Pty. Ltd., which has commenced planning and development of a pig raising project.
Directors of the group informed the committee that the company has a total of 413 employees,
shareholders' funds of $6 million, 1,569 shareholders, 634 noteholders, and is in its 52nd year of
operations. Turnover for financial year 1973-74 was to the order of $17 million, and wages and
salaries of $2,040,442 were paid. It is a producer of stock feed at Horsham and has a fertile egg farm
and a research and development farm near Horsham. The company supplies prepared stock feeds
throughout the Wimmera, Mallee and Western District, and is a receiver of grains throughout those
areas. It operates grain storage facilities at Nhill and Charlton.
(ii) Industrial Equity Limited-is the holding company for a large group of subsidiary
companies for which the holding company provides central management and administrative services
and acts in a merchant banking capacity. The principal activities of the companies in the group areequity investment in other companies, commercial and industrial property investment, retailing
groceries and wines and spirits, operating a railway line, electrical contracting, operating a memorial
funeral park, and merchandising and servicing construction equipment.
The holding company employs approximately 800 persons of whom almost 300 are in Victoria
through the operation of the following subsidiaries-Colmax Electrical Pty. Ltd. (128 employees);
Nathan Blight Pty. Ltd., and National Wholesalers Pty. Ltd. (95 employees); Rustproofers
4
(Melbourne) Pty. Ltd. (25 employees); and Conq uip Limited (28 employees). A diagrammatic
presentation of the holding company's group structure as submitted in evidence to the Committee
is appended (Appendix "D ").
8. In considering whether a request pursuant to Section 44E (1) of the Parliamentary
Committees Act 1968 should be made, the Committee examined the evidence given and the relevant
documents placed before the Committee by the Attorney-General, the witne:.ses, and the two officers
consulted.
The Committee was conscious that the Governor in Council, in considering any such request,
would need to be satisfied (pursuant to Section 44E (2)) that the take-over scheme involves the
public interest because(i) it involves the transfer of ownership or control of the company to a person or
persons outside Australia ; or
(ii) would involve the establishment of a substantial degree of monopolization in any
particular industry ; or
(iii) would tend to substantially affect the economy of Victoria ; or
(iv) would prejudicially affect the employees of the company.
The evidence before the Committee failed to establish the criteria envisaged in items (i) or
(ii). However, an examination did reveal evidence that the criteria in items (iii) and (iv) were present
to a degree which may satisfy the Governor in Council in the terms of Section 44E (2).
9. On 6th March, 1975, the Committee formally resolved(a) That it was of the opinion that a take-over offer had been made in relation to Noske
Industries Limited ; and
(b) That it was desirable that the Governor in Council declare Noske Industries Limited
to be a company to which Part VA. of the Parliamentary Committees Act 1968
applies.
10. On the same day, it further resolved to and did request the Governor in Council to make
such a declaration.
The Committee advised the Governor in Council that the take-over offer or scheme involved
the general pubUc interest because(a) it would tend to substantiaJly affect the economy of parts of Victoria ; and
(b) it would prejudicially affect the employees of the company.
11. On 12th March, 1975, the Governor in Council made the declaration requested, and
ordered that the declaration should have effect until 31st May, 1975.
In his formal declaration, (Appendix" E "), the Governor in Council indicated that it appeared
to him " that the take-over scheme involves the general public interest because it would prejudicially
affect the employes of the said company ".
12. On 6th March, 1975, Industrial Equity Limited extended the period during which its offer
will remain open from 15th March, 1975, to 15th May, 1975 ; and on 6th May, 1975, the period
was further extended to 30th June, 1975.
13. The declaration by the Governor in Council had two important effects. First, it invoked the
provisions of Section 44E of the Parliamentary Committees Act 1968 and prohibited substantial shareholders in Noske Industries Limited (effectively, Industrial Equity Limited, in this context) from
exercising their rights to vote without the prior consent of the Attorney-General. Secondly it enabled
the Committee (as requested by the Attorney-General) to investigate the take-over scheme in general,
but with particular reference to any prejudicial effect upon the employees of the company (this last
being the ground upon which the Governor in Council had made his declaration).
What it did not achieve was to check in any significant way the progress of Industial Equity
Limited towards gaining control of at least the Board of Noske Industries Limited. During the
currency of the declaration, Industrial Equity Limited continued to purchase Noske shares. This
can be illustrated by evidence that as at 6th March, 1975, their holding was 926,000 shares-23
per cent of the issued capital ; and that on 7th April, 1975, the holding was 1,144,903 sharesapproximately 30 per cent of the capital.
5
14. On the 5th March, 1975, the Stock Exchange of Melbourne suspended the shares in Noske
Industries Limited from trading " pending clarification of Industrial Equity Limited's intention
regarding the offer price". Also on 5th March, 1975, the Stock Exchange of Sydney suspended the
ordinary shares in Industrial Equity Limited from official quotation pending(a) The investigation of apparent breaches of requirement 5 (12) (b) of the Australian
Associated Stock Exchanges, which reads as follows :
" All parties to a take-over or merger transaction and persons acting in
concert with them are free to deal at arm's length without discrimination between
sellers subject to daily disclo&ure to the home exchange of the offeree corporation
(not later than 12 noon on the business day following the date of the relevant
transaction) of the total of all shares of any offeror or the offeree corporation
purchased or sold by them or person acting in concert with them for their own
account on any day during the offer period in the market or otherwise and at what
prices. " ; and
(b) The receipt of advice as to when the company will increase the consideration offered
pursuant to its take-over offer dated 29th November, 1974, for shares in Noske
Industries Limited to a price of 80 cents cash per share, in accordance with the
provisions of requirement 5 (10) of the Australian Associated Stock Exchanges.
The full text of Stock Exchange requirement 5 (10) is as follows
" Where the consideration for an offer is either wholly in cash or one or more alternatives
one of which is wholly in cash and the offerer purchases shares, the subject of the
offer on the market or elsewhere for cash during the offer period at a price higher than
the offer priee, the offerer shall increase the cash offered to not less than the highest
price paid during the offer period by the offerer."
15. At his meeting with the Committee on 6th March, 1975, Mr. R. A. Brierley, Chairman of
Industrial Equity Limited, told the Committee that his company had deliberately set about creating
an area of confrontation by purchasing Noske Industries Limited shares on the stock markets at
prices in excess of the offer price of 65 cents.
16. Subsequently Industrial Equity Limited gave to the two stock exchanges an undertaking
in relation to their listing requirements, and the suspensions were lifted.
17. The Committee understands that the highest price so far paid by Industrial Equity Limited
is 80 cents per share and that their holding in Noske Industries Limited's shares amounted on 7th
April, 1975, to 1,144,903 shares, or approximately 30 per cent of the capital of Noske Industries
Limited.
18. Two conflicting views have been taken of the effect of the declaration by the Governor in
Council on the ability of Industrial Equity Limited to comply with Stock Exchange requirement
5 (10). On the one hand the Committee has been informed that Industrial Equity Limited have claimed
that the declaration prevents them from increasing their offer from 65 cents during the
currency of the declaration, and that they are relying in this claim upon the provisions of Section
44G (1) of the Parliamentary Committees A et 1968 which states: " A person shall not make a take-over
offer to which Part VIB. of the Companies Act 1961 applies in respect of any shares in a company
to which this Part (i.e. Part VA. of the Parliamentary Committees Act 1968) applies."
On the other hand, it has been contended before the Committee that compliance with Stock
Exchange requirement 5 (10) would merely constitute a variation of the existing take-over offer
within the terms of Section 180L(2) of the Companies A et 1961 which provides inter alia as follows
" An offeror may vary a take-over offer that is constituted by an offer by doing one or
more of the following in relation to the whole or a part of the consideration that
is offered for the shares proposed to be acquired(a) where a cash sum is so offered-by increasing the amount of that sum ; "
By this contention, Industrial Equity Limited is free to comply with the requirement by way
of varying the offer and increasing the sum per share.
19. Industrial Equity Limited has intimated to the Committee that" in terms of an undertaking
given to the Stock Exchange of Melbourne, Industrial Equity Limited is committed to increasing this
offer to 80 cents per share upon the expiry of the Order in Council dated 12th March, 1975, (provided
the 65 cents offer has not earlier closed or been withdrawn)".
20. The Committee believes that there are a number of areas of concern arising from the
evidence associated with Industrial Equity Limited buying on the market, the suspensions from
trading, the undertakings given and the subsequent lifting of the suspensions.
6
2l. One facet to whlch specific attention is drawn is the discrepancy between Industrial Equity
Limited's undertaking to the Stock Exchange of Melbourne on 19th March, 1975, (and confirmed
by letter dated 24th March, 1975) and Industrial Equity Limited's intimation to the Committee set
out in paragraph 19 ante.
22. In its letter to the Stock Exchange, Industrial Equity Limited stated" In order to facilitate relisting of Noske Industries shares we hereby undertake to comply
with Listing Requirements 5 (10) and 5 (12).
Any increased take-over offer for Noske shares would necessarily be subject to the
prior approval of the Attorney-General of Victoria in respect of a declaration
under the Parliamentary Committees (Take-over Offers) Act 1972."
In their submission to the Committee, however, Industrial Equity Limited stated their
commitment to be effective " upon the expiry of the Order in Council provided that the 65 cents
offer has not earlier been closed or withdrawn ". The underlined words tend to render the undertaking~completely ineffective as-=(i) Industrial Equity Limited are apparently free to withdraw the
offer of 65 cents at any time ; and (ii) The offer was at any rate due to expire on 15th May, 1975,
(since extended to 30th June 1975) and the Order in Council not until 31st May, 1975.
At all events Industrial Equity Limited appear to be excusing their failure to comply with the
Stock Exchange requirements on two different grounds, i .e.-(i) That the Attorney-General's consent
is required ; and (ii) That the declaration by the Governor in Council must first expire.
Neither of these grounds, in our opinion, can be supported.
Principal Facets of Take-over Proposal Considered by Committee.
23. Effect on Employees. The Committee's concern for employees of the company was made
evident in its communication to the Governor in Council requesting a declaration under the
Parliamentary Committees Act 1968.
This concern stemmed partly from assertions that Industrial Equity Limited had a record as
a " corporate raider " interested only in profits from take-overs and as being likely to break up
the company, sell off its undertakings and thus cause widespread displacement of its personnel.
The Committee heard from Noske Industries Limited's Board and from many of the
company's employees of their fears.
Apprehension of loss of employment and subsequent difficulty in obtaining re-employment,
loss of superannuation benefits, inability to thereafter meet present and continuing personal financial
commitments and the like, were raised. It was put that loss to the engineering side ofNoske Industries
Limited's operation of two distributorships would be inevitable in the event of Industrial Equity
Limited gaining control of the company, and that this in turn would result in dismissal of the
company's employees engaged in these activities.
Industrial Equity Limited argued that they currently employ approximately 800 persons of
whom nearly 300 are in Victoria through the operation of five subsidiaries. They contended that their
terms of employment are entirely consistent with those prevailing prior to Industrial Equity Limited's
acquisition and with other companies in the same industries. They put also that in many subsidiaries
the terms and conditions of employment are virtually outside the control of the parent company as
a result of industrial agreements and awards.
Industrial Equity Limited have assured the Committee that "in the event of the acquisition
of control of Noske Industries Limited there is no doubt that the employees of Noske Industries
Limited will not be disadvantaged in any shape or form and in many cases there will in fact be greater
opportunities for them to develop the scope of their talents and interests ".
The Committee fully appreciates the apprehension of the employees of Noske Industries
Limited, but finds itself in no position to pronounce upon their justification or otherwise in the light
of Industrial Equity Limited's assurance as to that company's intentions.
24. The Effect on the Economy of Parts of Victoria.-Obviously no " substantial effect "
upon the economy of Victoria as a whole (or even of the metropolitan area) will result from any
changes in ownership or control of Noske Industries Limited.
The level of effect of changes in policy or activities by the company in such areas as Horsham
and Charlton is (equally obviously) greater in those smaller communities. Both the City of Horsham
and the Shire ofCharlton have expressed their concern lest any change in control ofNoske Industries
Limited results in a reduction of the company's activities in their areas.
7
In Horsham, Noske Industries Limited employ 50 persons and closure would, according to the
City ofHorsham, have a serious effect on the city's economy in a number of ways including detrimental
effect upon the company's producer clients as well as the more direct effect of the loss to the district
economy of a substantial payroll.
Charlton has been anticipating economic stimulus from the planned development of an intensive
pig raising complex there by Noske Industries Limited in partnership with Castlemaine Bacon
Company Pty. Ltd.
It would appear from Industrial Equity Limited's evidence to the Committee that they have
reservations about the wisdom of stock food companies, bacon producing companies and pig farmers
" getting into one another's fields " as being productive of duplication or triplication of investment.
Thus, an Industrial Equity Limited-<:ontrolled Noske Industries Limited may weJJ have a different
view of the proposed Charlton project from that of the present Noske Board.
Castlemaine Bacon Company Pty. Ltd., for their part, told the Committee that they cannot
agree to further expenditure on the project until the future control of Noske Industries Limited is
clarified, and that the future of the piggery seems uncertain. Noske Industries Limited went further,
suggesting that Castlemaine Bacon Company Pty. Ltd., will not proceed with this project if Industrial
Equity Limited proceeds with and is successful in its take-over offer.
The Committee finds itself unable to predict the outcome. Noske Industries Limited's
operations at Charlton thus far have been small in size. Any loss will then tend to be rather a loss
of expectation.
25. The Committee's Role.-The pattern of the Parliamentary Committee's Act 1968 so far as
it relates to the functions of this Committee clearly envisages that, aside from requesting a declaration
by the Governor in Council (as was done in this matter), the Committee's functions are to investigate,
then to consider whether a particular take-over offer is one in respect of which the Parliament should
intervene. If it so decides, the Committee would recommend the course of aLtion it believe~ the
Parliament should take, following which legislation may or may not ensue.
The take-over offer under discussion is the first to be examined by the Committee
since its inception. There have been no guidelines or principles established as to what should be the
circumstances warranting intervention. The guidelines set out in the Act are designed to assist the
Governor in Council in deciding whether or not to make a declaration. Those guidelines have assisted
this Committee (albeit they are for its purpose merely persuasive), and the Committee has examined
the evidence with those criteria in mind. There are however no guidelines as to degree of effect in
any of those cases. The Committee has therefore been called upon to decide whether in all the
circumstances and after due inquiry this is a case in which it should ask the Parliament to intervene.
The Committee has resolved that, whilst there are areas for concern, this is not such a case.
No further action is therefore recommended.
26. Some Areas for Concern.-Earlier in this report the Committee commented on the failure
of Industrial Equity Limited to comply with two requirements of the Stock Exchange of Melbourne,
i.e.-(i) failure to notify on a daily basis purchases on or off the market during the currency of the
take-over offer ; and (ii) failure to increase the offer to all shareholders to the highest price paid (i.e.
increase offer from 65 cents to 80 cents.)
The Committee notes that following their undertaking to the exchanges, Industrial Equity
Limited has apparently been complying with the requirement to notify its purchases of shares.
The Committee has rejected (paragraph 22) the two grounds relied upon by Industrial Equity
Limited for not yet lifting the offer price to 80 cents.
It is the Committee's view that there is no legal bar to the offer being raised as required by the
Stock Exchange rules, and that such action would amount to a variation of the offer which
is permitted by the Companies Act 1961.
27. The question was raised as to whether it would be desirable for the period of time in which
the Governor in Council's declaration is effective to be reduced so that Industrial Equity Limited would
(in the terms of its undertaking to this Committee) comply with the Stock Exchange requirements
at an earlier date than their present intention.
28. The examination of the Parliamentary Committees Act 1968, and legal advice received by
the Committee, indicate that probably there is no power to cancel or vary the period of the declaration.
This apparent weakness in the statute is drawn to the attention of Honorable Members as a matter
possibly worthy of correction.
8
29. As explained in paragraph 12 of this report, Industrial Equity Limited has, during
the currency of the declaration by the Governor in Council, increased its holding in Noske Industries
Limited from 23 per cent to approximately 30 per cent by buying shares. The Committee is concerned
that the progression of a take-over scheme is not suspended by a dedaration. In this instance Industrial
Equity Limited may have during the period of the declaration moved into a position of winning effective
control of Noske Industries Limited. We were informed by Industrial Equity Limited that on 28th
April, 1975, they held 30 per cent of the capital and believed themselves to have the support of the
holders of a further 6 per cent. They stated that " under normal conditions this must be very close
to effective control of the company".
30. The implications of the above situation are serious, and deserve critical examination as
to the effectiveness or otherwise of the Parliamentary Committees Act 1968.
31. Appreciation. The Committee places on record its appreciation of the co-operation and
assistance received from officers of the two companies, from the Stock Exchange of Melbourne,
the Chief Parliamentary Counsel and the Commissioner for Corporate Affairs.
32. Appendices.-Appended to this report are-the transcript of evidence* of the following :
Mr. R. G. H. Bishop, Chairman
Mr. K. L. Cook, Managing Director
Mr. R. L. Eilenberg, Director of Noske Industries Limited ;
Mr. R. B. Lee, General Manager, The Stock Exchange of Melbourne ;
Mr. R. A. Brierley, Chairman, Industrial Equity Limited ; and
Mr. J. Campbell Johnston, Chairman, The Stock Exchange of Melbourne.
" A " -The letter of referral from the Attorney-General.
"B" --The offer by Industrial Equity Limited.
" C " -Circular from Noske directors to shareholders advising rejection of take-over bid.
" D " -Diagram of group structure of Industrial Equity Limited.
" E " -Order-in-Council re Noske Industries Limited.
" F " -Submission from Noske Industries Limited, dated 15th April, 1975.
"G
"~Submission
from Industrial Equity Limited dated 28th April, 1975.
33. Summary of Recommendations and Conclusions.
(i) The take-over offer by Industrial Equity Limited is not a case in which the Committee
should ask the Parliament to intervene. (Paragraph 25).
(ii) The Committee is unable to pronounce upon the justification or otherwise for the
apprehension of Noske Industries Limited's employees as to their future.
(Paragraph 23).
(iii) The Committee is unable to predict the future ofNoske Industries Limited's activities
metropolitan area, Horsham or Charlton. (Paragraph 24).
(iv) It is the Committee's view that there is no legal bar to Industrial Equity Limited
raising its offer to 80 cents to comply with stock exchange requirements. (Paragraph
26).
(v) The apparent lack of power to cancel or vary the period of a declaration by the
Governor in Council may be worthy of correction. (Paragraph 28).
(vi) The implications of an offeror's purchase of shares in the offeree company during
the period in which a declaration by the Governor in Council is current deserve
critical examination. (Paragraph 30).
Committee Room,
7th May, 1975.
* Not
printed.
9
APPENDIX "A "
221
QUEEN STREET
MELBOURNE, VIe. 3000
19th February, 1975.
Mr. G. N. H. Grose,
Secretary,
Company Take-overs Committee,
Parliament House,
Melbourne, 3002
Dear Mr. Grose,
Parliamentary Committees Act 1968, section 44B :
Noske Industries Limited and Industrial Equity Limited
I have received a request from Messrs. Oswald Burt & Co., on behalf of Noske Industries Limited, that
a take-over offer by Industrial Equity Limited be referred to the Company Take-overs Committee. I enclose
a copy of the solicitors' letter.
I enclose copies of other relevant correspondence which has been made available to me. Both of the
companies concerned were incorporated in Victoria, and a large part of the activities of Noske Industries
Limited involves the production of stockfeed in country areas.
It seems clear that this is a case which comes within the ambit of section 44B of the Parliamentary
Committees Act 1968, and that the take-over scheme may involve matters of the kind referred to in section
44E of the Act. You will note that the offer for shares will expire on 15th March 1975 unless extended under
section l80L of the Companies Act 1961.
In the circumstances I think it desirable that the matter be considered by the Company Take-overs
Committee, and I therefore refer it to the Committee under section 44B for consideration and report.
Yours sincerely,
V. F. Wilcox
Attorney-General
10
APPENDIX " B "
THIS DOCUMENT
IS IMPORTANT
IF YOU ARE IN DOUBT ABOUT THIS OFFER, YOU SHOULD CONSULT
YOUR STOCKBROKER, BANK MANAGER, SOLICITOR OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.
OFFER
by
INDUSTRIAL EQUITY
LIMITED.
TO ACQUIRE SHARES
IN THE CAPITAL OF
NOSKE INDUSTRIES LIMITED
T 0 ACCEPT THE 0 F FER please complete the enclosed Form of Acceptance and Transfer in
accordance with the instructions thereon and send it with your Share Certificate(s) to Industrial Equity
Ltd., 151 Macquarie Street, Sydney, N.S.W., as quickly as possible in the enclosed reply-paid envelope.
11
PLEASE FORWARD ALL DOCUMENTS CONNECTED WITH YOUR ACCEPTANCE TO THE
SECRETARY, INDUSTRIAL EQUITY LIMITED, 151 MACQUARIE STREET, SYDNEY, NEW
SOUTH WALES, AS SOON AS POSSIBLE.
If you have any questions regarding this offer please contact Industrial Equity Limited or their
financial advisor, CitiNational Capital Corporation Ltd. by calling any of the following telephone numbers.
IEL- SYDNEY
241-1361
MELBOURNE-
61-3222
Ci tiN a tiona1-Sydney
25- 6461
MELBOURNE-
62-2046
12
THIS IS AN IMPORTANT DOCUMENT
PLEASE COMPLETE AND RETURN PROMPTLY IN ACCORDANCE WITH INSTRUCTIONS
OVERLEAF.
If you are in any doubt please consult your Financial or Legal Adviser.
FORM OF ACCEPTANCE AND TRANSFER
Offer for fully paid ordinary shares of
by Industrial Equity Limited ("IEL").
Ordinary Shareholder
(name and address)
50~
each in Noske Industries Limited ("Noske")
Number of fully paid
ordinary shares of
50~ each held in
Noske Industries
Limited
Consideration
(cash 65~ per
share)
$
ACCEPTANCE OF OFFER
TO:
INDUSTRIAL EQUITY LIMITED
151 Macquarie Street,
SYDNEY, New South Wales. 2000
.I, the' shareholder named above (hereinafter called "the Transferer") being the holder
of the fully paid ordinary shares of 50\' each in Noske shown above
(a)
Accept the Offer dated 29th November 1974 by !EL in respect of the whole of the fully
paid ordinary shares of 50~ each in Noske registered in my name in the Register
of Members of Noske or in respect of which I am entitled to be so registered at
the date hereof, being the number of shares shown above (hereinafter called "the
said shares").
(b)
In consideration of the payment to me of 65~ for each fully paid ordinary share of
50~ in Nosk<e in respect of which the said Offer is accepted, in accordance with
and pursuant to the terms and conditions of the said Offer DO HEREBY TRANSFER
to IEL the said shares to hold the same unto IEL and its successors and assigns
subject to the several conditions on which I held the same immediately before the
execution hereof.
(c)
Enclose herewith the Share Certificate(s) relating to the said shares hereby
transferred.
(d)
Represent and warrant to IEL that the said shares which are hereby transferred
to !EL shall at the date of registration thereof in the name of IEL be free from
all liens charges and encumbrances whatsoever.
(e)
Authorise IEL and its officers and agents to complete on my behalf in this Form
of Acceptance and Transfer, correct details of my holding of fully paid ordinary
shares of 50~ each in Noske and of the cash consideration payable to me purs)lant
to my acceptance of the said Offer in respect of the said shares and further
authorise !EL and its officers and agents to correct any errors or omissions in
this document as may be necessary or proper to enable registration of the said
shares in the name of !EL.
Where this document is signed under Power of Attorney, the Attorney declares that
he has not received notice of revocation of such Power.
X
Signed by the Transferor
this
day of
197
13
INSTRUCTIONS FOR ACCEPTANCE OF OFFER
This Form and these iristructions are important.
should consult your Financial or Legal Adviser.
If you do not understand them you
1.
To accept the Offer by Industrial Equity Limited to purchase all your fully paid
ordinary shares in Noske Industries Limited you must complete ·and sign the Form
of Acceptance and Transfer on the front hereof where marked X.
2.
Forward this Form together with your Share Certificate{s) AS SOON AS POSSIBLE
to
The Secretary
Industrial Equity Limited,
151 Macquarie Street,
SYDNEY, New South Wales. 2000
A reply paid envelope is enclosed for your assistance.
3.
Please remember to enclose your Share Certificate(s).
If your Share Certificate{s) is/are not readily available, complete and sign the
Form of Acceptance and Transfer and send it now to the abovementioned address
and forward your Share Certificate(s) ~s soon as possible.
4.
Attorneys
If the Form of Acceptance and Transfer is signed under Power of Attorney, the
Power of Attorney must be forwarded with the Form of Acceptance and Transfer
for noting by Noske unless it has already been noted by that Company.
5.
J oirit Holders
If shares are registered iri the names of joint holders all must sign the Form
of Acceptance and Transfer.
6.
Corporations
If the ordinary shares are registered iri the name of a corporation, the Form of
Acceptance and Transfer must be executed under the common seal of the corporation or by its Attorney/ies appointed under Seal.
7.
Deceased Estates
Probate or Letters of Administration or Certificates of Grant, accompanied,
where applicable, by Certificates varying the payment of death duties should he
forwarded to Noske for noting unless already noted by that Company.
8.
Trustees and Nominees
A Trustee or Nominee may for the purposes of the Offer treat different parts of
the total trust holding separately and may apply to !EL for additional copies of the
Offer and the Form of Acceptance and Transfer.
9.
IF YOU HAVE ALREADY SOLD (a)
all of your shares, please send this Form to the Stockbroker who acted on
your behalf.
(b)
part of your shares, please state overleaf the nwnber of shares now held by
you and write on the Form of Acceptance and Transfer the name and address
of the Stockbroker who acted on the sale.
PLEASE FORWARD ALL DOCUMENTS CONNECTED WITH YOUR ACCEPTANCE TO
THE SECRETARY, INDUSTRIAL EQUITY LIMITED, 151 MACQUARIE STREET,
SYDNEY, NEW SOUTH WALES, AS SOON AS POSSIBLE.
If you have any questions regardirig the completion of this Form, please contact Industrial
Equity Limited or their.Ji'inancial advisor, Citinational Capital Corporation Limited by
calling any of the following telephone nwnbers:-
!EL
Citinational-
Sydney.
Sydney
·241• 1361
256
461
Melbourne
Melbourne
61 3222
!.
62 2046
14
INDUSTRIAL EQUITY LIMITED
29th November, 1974.
Dear Shareholder,
We have pleasure in submitting herewith our formal offer to acquire your shares
at 65 cents each.
As the largest shareholder in Noske Industries Ltd we are horrified at the recent
actions of the Board which have had the effect of considerably diminishing the present
and future value of the companies shares. We are apprehensive that unless strong
action is taken to change the control of Noske, further depredations will continue to occur
and this is the main reason for our present takeover offer.
The price of 65 cents per share would have been higher except for these very
relevant facts:
>:<
During the past year Noske has issued 514, 200 ne"v shares to other than existing
shareholders - all at prices of less than 65 cents each.
':'
The latest issue was just two months ago - 350,000 shares to Castlemaine Bacon
Co. Pty Ltd. at PAR VALUE (50~ per share) and on easy credit terms which do
not require full payment until 30th June 1975!! There could be no more graphic
illustration of what the Noske Directors really believe to be the true value of the
shares.
':'
It has now been disclosed that the company has issued 11 service 11 contracts to no
fewer than 16 executives which provide that in the event of a takeover these
executives (including two Directors) are entitled to resign and to each receive an
amount equal to 5 YEARS SALARY. The Board is very evasive regarding the
financial repercussions of this incredible arrangement but it is obvious that there
must be a contingent liability of at least $1 million which is a direct reduction of
shareholders' equity.
THE EFFECT OF THE FOREGOING !v!OVES ON THE REAL VALUE OF THE SHARES
IS NOTHING LESS THAN DEVASTATING AND HAS NOT YET BEEN FULLY REALISED
BY SHAREHOLDERS AND INVESTORS.
Noske's trading results are very mediocre with a return of just over 5o/a on shareholders' funds, notwithstanding the Board's promises and excuses of earlier years.
Considerable doubt also exists as to prospects of obtaining the full book value of fixed
assets and in this regard it should be noted that write offs of nearly $800, 000 were
involved in the recent closure of the Victorian flourmilling operations.
In the circumstances it is clear that something has to be done about Noske Industries Ltd. It is imperative that a change of control takes place as soon as possible and
shareholders should seriously consider the sale of their shares on a basis which is fair
to them and fair to the purchaser. Our offer provides such an opportunity and should be
accepted.
In our opinion the present market price which is more than 65 cents is unlikely to
be sustained.
Yours faithfully,
INDUSTRIAL EQUITY LIMITED
R. A. Brierley,
CHAIRMAN OF DIRECTORS
151 MACQUARIE STREET SYDNEY NSW 2000 TELEPHONE 2411361
15
INDUSTRIAL EQUITY LIMITED (IEL)
{inc. in Victoria)
Registered Office: 151 Macquarie Street,
Sydney, New South Wales.
OFFER
To each holder of fully paid shares in Noske Industries Limited (Noske) as at
4th November, 1974.
(a)
Shares proposed to be acquired under Takeover Scheme
IEL proposes to acquire during the period during which offers made
pursuant to the Takeover Scheme remain open for acceptance as
hereinafter provided 2, 863,283
fully paid ordinary shares of 50~·
each in Noske being all the fully paid ordinary shares in Noske as at
the 4th day of November 1974 other than the fully paid ordinary
shares in Noske to which IEL is entitled (within the meaning of Section l80A of ths Act) at the date hereof. The terms of all other take
over offers dispatched or to be dispatched in respect of the fully
paid ordinary shares in Noske proposed to be acquired by IEL as
aforesaid (which other takeover offers together with this takeover
offer are hereinafter collectively referred to as ''the Takeover
Scheme") are the same terms as are contained in this. offer. The
fully paid ordinary shares in Noske which IEL proposes to acquire
pursuant to the Takeover Scheme are hereinafter referred to as
"offer shares''.
(b)
Offer and entitlement to Offer
IEL hereby offers to acquire on the terms and conditions set out in
this offer the whole of your offer shares. This offer is made to
you as the holder of offer shares registered in the Register of
Members of Noske at 5 p. m. (Eastern Standard Summer Time) on
the date hereof. In accordance with Section 180K of the Act, where
at the time when this offer was made or at any time duringthe period
during which this offer remains open for acceptance, another person
is or is entitled to be registered as the holder of shares to which
this offer relates then -
(i)
a corresponding takeover offer shall be deemed to have been
made to that other person in respect of those shares; and
( ii) a corresponding takeover offer shall be deemed to have been
made to you in respect of any other shares to which the offer
relates.
(c)
Consideration
The consideration offered is sixty-five cents cash for each of the
offer shares.
(d)
Currency of Offer
It is a term of this offer that it and all other offers made by IEL
under the Takeover Scheme will unless withdrawn remain open
16
during the period ending at 5. 00 p. m. Eastern
15th March 1975 PROVIDED HOWEVER THAT
ance with the provisions of Section 180L of the
from time to time vary this offer by extending
which this offer remains open.
(e)
Standard Time on
IEL may in accordAct at any time and
the period during
Conditions of Offer
This offer and any contract or agreement arising from the acceptance of it are subject to the following conditions:(i)
Takeover offers under the Takeover Scheme being accepted in
respect of not less than that number of shares which represents
90% of the offer shares.
(ii) Takeover offers under the takeover scheme being accepted by
not less than three-fourths of the offerees.
(iii) Between the 4th :r:{ovember 197 4 and the end of the period
during which this offer and all other offers under the Takeover
Scheme remain open for acceptance, Noske and each of its
subsidiaries has carried on and will carry on its business in
the existing and ordina·ry and usual manner and in particular
has not and shall not have
A.
declared paid or distributed any dividend bonus or other
share of its profits or as sets to members;
B.
is sued allotted or granted options over or otherwise made
any commitments with respect to any of its capital or
effected any alteration in its capital structure or issued or
agreed to issue any convertible notes;
C.
appointed any additional Directors to its Board other than
Ronald Alfred Brierley;
D.
conducted business except in the normal and usual course or
made any change which has a materially adverse effect on
its business or prospects;
E.
had threatened or commenced against it any claim or
proceedings in any Court;
F.
made any changes in the provisions of its Memorandum or
Articles of Association;
G.
entered into any contract or commitment other than in the
normal and usual course of business;
H.
passed any resolution for liquidation or had or otherwise
been liable to have appointed an Official Manager,
Receiver· or Liquidator or become subject to investigation
under Part VIA of the Act nor will there have been any
17
petition for winding up nor any threat of proceedings for
winding up against it•
I.
paid to any employee or director any bonus or
special or extra remuneration or retiring allowance or
payment in the nature thereof;
J.
entered into any service contract with any director or
other executive which may not be terminated without
compensation.
(iv) A.
That neither 1\:oske nor any subsidiary of Noske is a party
to any service contract with any director or other executive
which cannot be terminated without compensation;
B.
That between the date of the balance sheet last laid before
the members of Noske in general meeting and the end of
the period during which this offer and all other offers under
the Takeover Scheme .remain open for acceptance there
will not have been any material adverse changes in the
assets and liabilities or profits of Noske.
C.
That any contract arising from the acceptance of this offer
will not come into force unless and'until Section 94(3) of
the Trade Practices Act l q74 of the Commonwealth of
Australia applies in relation to the acquisition of the offer
shares to which this offer relates.
(v)
That any breach or non-fulfilment of the conditions in (iii) and
(iv) above or any one of them may be relied upon only by IEL
which may at its option waive any such condition or the breach
or non-fulfilment thereof.
(f)
IEL alone shall be entitled to the benefit of the foregoing conditions
and may at any time and from time to time declare this and all other
offers made by IEL under the Takeover Scheme and any contract or
agreement arising from the acceptance thereof free from any one of
or all the conditions set out in paragraph (e) above by notice in
writing to Noske PROVIDED THAT such declaration or declarations
be made not less than seven days before the end of the period
during which this offer remains open.
(g)
Immediately before this offer was dispatched IEL was entitled
(within the meaning of Section l80A of the Act) to 656, 717
fully paid ordinary shares of 50~ each in the capital of Noske.
(h)
Satisfaction of Consideration
Within fourteen da·ys after
(i)
(ii)
4187/75.-Z
-
the date upon which all the conditions referred to in sub -paragraph (e) hereof shall have been fulfilled (any breach or nonfulfilment thereof having been theretofore waived in accordance
with sub-paragraph (e) (v) above); or
the date upon which this offer is declared to have become free
18
of all such conditions;
whichever first occurs, IEL shall lodge for registration with Noske
all the documents referred to in sub-paragraph (n) below received
by it and shall use its best endeavours to procure such registration
at the earliest practical date. In respect of those shares in respect
of which this offer is accepted after the date upon which this
offer is declared to have become free of all such conditions IEL
shall lodge for registration the documents referred to in sub-paragraph (n) below and received by it in respect of those shares within
seven days of such receipt.
IEL shall then use its best endeavour to procure registration of
such documents at the earliest practical date.
Payment of the cash consideration will be made to the holder of
shares accepting the offer prior to the :(i)
(ii)
date being fourteen days after IEL has become the registered
holder of the shares subject to the acceptance; or
30thJune 1975,
whichever shall be the earlier. A cheque drawn in favour of each
offeree accepting this offer for the cash consideration payable for
the offer shares in respect of which the offer is accepted will be
posted prior to the date hereinbefore referred to by prepaid mail
to the offeree concerned at his address appearing in the Re
ter
of Members of Noske or where no such address appears in the
Register of Members of Noske or a different address is shown on
the Form of Acceptance and Transfer, then to the address shown
on the Form of Acceptance and Transfer.
PROVIDED ALWAYS THAT notwithstanding the provisions of this
offer nothing herein contained shall create or transfer to any
offeree who is resident out of Australia any right (actual or contingent) to the payment of moneys by IEL hereunder where the authority of the Reserve Bank of Australia to such payment is required,
unless and until such authority has been obtained ..
(i)
Warranty
It is a term of this offer that by signing the form of acceptance and
transfer the offeree represents and warrants to IEL that all of the
shares in Noske the subject of that acceptance and transfer shall
at the date of registration of the transfer thereof be fully paid UP,
and
from all mortgages, charges, liens and encumbrances of
every kind whether to Noske or any other company, firm or person
whatsoever.
(j)
Withdrawal of Offer
IEL shall be at liberty by written notice to Noske at any time during
which this offer remains· open to withdraw this and all other offers
made by IEL under
Takeover Scheme in which case any contract arising from acceptance of any such offer shall be voidable
at the option of IEL by notice in writing to the Offeree not later
than one month after such withdrawal.
19
Pursuant to Section l80E(4) of the Act, if an offer arising under
the Takeover Scheme is withdrawn, a contract arising from the
acceptance of any other offer under the Takeover Scheme is voidable at the option of the offeree by notice in writing given to IEL
not later than one month after the firstmentioned offer is withdrawn.
(k)
General
This offer is not conditional upon the offeree approving or consenting to a payment or another benefit being made or given to a
director of Noske or of a corporation that is deemed by virtue of
Section 6(5) of the Act to be related to Noske as compensation for
loss of office or as consideration for or in connection with his
retirement from office.
(1)
In accordance with Section 180E ( 5) of the Act IEL specifies 7th
March, 197 5 as the date for the publication of the notice referred
to in Section l80N (3) of the Act PROVIDED THAT IEL hereby
expressly reserves its right to vary such date under and subject
to Section 180L of the Act.
(m)
All costs and expenses of the preparation and circulation of this
and all other offers made by IEL under the Takeover Scheme and
stamp duty on transfers in respect of acceptances will be payable
by IEL.
(n)
Acceptance of Offer
(a)
To accept this offer sign the Form of Acceptance and Transfer;
(b)
The Form of Acceptance and Transfer together with your
Share Certificates should be forwarded to and be received by
Industrial Equity Limited, 151 Macquarie Street, Sydney,
New South Wales, prior to the expiration of the period during
which this offer remains open;
(c)
By signing the Form of Acceptance and Transfer you will be
deemed to have
(i) authorised IEL to complete on your behalf on the form
correct details of your holding of offer shares;
(ii)
(d)
acknowledged that insofar as any blanks remain in that
form IEL is thereby authorised to complete such blanks
in such manner as is necessary to make such Acceptance
and Transfer effective in relation to all the fully paid
ordinary shares held by you in the capital of Noske;
If the form of Acceptance and Transfer is signed under
Power of Attorney the Power of Attorney must be produced
to Noske for noting unless it has already been noted by that
Company;
(e)
If the Offeree or one of the offerees is a corporation it must
execute the form of Acceptance and Transfer under its seal
or by attorney or authorised officer;
20
(f)
If the shares are registered in the names of joint holders, all
must sign the form;
(g)
If the shares stand in the books of No
in the name of a
person now deceased this Offer shall be deemed to be made
to his Executors or Administrators. Probate, Letters of
Administration or a Certificate of Grant and a Certificate
under Section 14 of the Probate Duty Act of Victoria must be
produced to Noske for noting unless they have already been
noted by that Company.
Failing strict compliance with the foregoing provisions of this
paragraph IEL may (but shall not be obliged to) grant time in
which to effect such compliance and validate acceptance, or may
waive such compliance .
DATED
this 29th day of November, 1974.
FOR and on behalf of Industrial Equity Limited.
R. A. BRIERLEY
Director.
21
COPY PART A STATE.\.1EN f'
l.
S~ale <.)f
1961 of the
2,
3.
Victoria,
The takeover offe:-s hereinafter referred to are hereinafter
Limited {"IEL"} of fully
which is set forth
to the
Lim:tcd
~---FOR\-fOFOFFER
wi~l
following is the proposed form of offer which
be di.spatcherl !o sharehoidt>rs in Noske pursuant to the T;;,keo\/er Scheme
"(a)
Scht>tne remain open for acceptance as hereinafter
all ~he fully paid ordinary shares in Noske as at the 4th day
meaning of Section 180A of the Acti at the date hereof. The
in respect of
fully paid ordinary shares jr. Noske proposed to be acquired by IE1.... as
with this
offer are hereinafter collectively referred to as 11 the Takeover Scheme") are the same
p;nd ordinary shares in Noske which IE!., proposes to acquire pur~uant to the Takeover. Scheme are here-
(b)
lE:.. hereby offers
of offe::- shares
Section 1 BOK of
registered
(i)
(ii)
(d
C..eemed tu have bet>n made to that other person in respect 0f those shares; and
a corresponding takeover offer shaH
det·med 1Q have iwen rnade to you in rc:;p<::Lt of <tny othe::- shan·s lo whi'-h the offer reiate:s.
_g.onsideration
Th<> con:;;ideration of!ert'd, is sixty-five cents
for
t"<h
h o.f !he offer gh,l rt>s.
(d)
du::"ing the pe·riod
provisions of Section
offer th..tt it anC.. .<dl other
ofier remains open.
{e)
This offer and any contract or agreement
{i.)
from the ac..:epbmP.
subje~:l
it
o(
offers under the Takeover Srht>me being ac..:eplcd :n respect of not
to the following conciitions:than that number of shares which represents
(il.)
Takeover vffers unci-er the takeover s..:heme being a<cepted by not less than three-fourths of the offerees.
(iii)
Between the 4.th November 1974 and the encl of the period during which this offer and all other
Noske and each
its subsidiaries has carried on
wi;I (<J.rry units business in
has not and shall
have -
B,
issued
in its
options over
o~herwise made any commitments wi.th re sped to any of its cdptlal or effected any alteration
or issut'd or agreed to issue a;;y convertible notes;
c.
appointed any additional Di:-erturs to its Doard other
D.
Conducted business except in the normal and usuat course c:prospects;
E.
had threatened or comm.encedagalnstit
Honald Alfred Urierley,
m<~de
any change which has
3.
ma!eriaUy adverse effect
m:>.de any changes in the provisions of its Memurandcm or Article;; of Assodailvn:
entered into any >:ont:-a('l or commitment
than in tht> normttl and
::our se of b1.u>iness;
or had o:r ~Jtherwise bt'en l.ici.ble to have
und<:r Part VJA of the Ad
wii.I there have
up
<~.g!linst
Receiver or Liquidator or
up nor any threat of proceedings
i!;
l.
paid to any employee or director an;;
J'
entered intb any service contract wilh
or .;;-pe,·)al or (':Xlra remuneration or retidng allowance or payment in the nature tht'reof;
director or other.
Noske nor any subsidiar;' of Aoske is a
without corr:pensathm;
A.
its business or
<".lairn or pr<:Ht>t:ding;; in any C0urt;
F,
H,
B.
(v)
<~.ny
th:u~
G,
C.
under the Takeov~r Scheme remain open for
existing and ordinary and usual manner and
other sh,1re uf its prulits or ttsscls to members,
A,
(lv)
90o/o of the offer
e:x~cutive
which may nol be terminate<! withoul compensat1on.
to any \'>erviu; contract with any director or other executive which cannot be
laiC before the members of Noskc i.n
That
Act
contrad arisin~r from the
of the Commonwealth of
cluri.ng which
adverse changes
the Trade Practices
relates,
off~r
applies in !-elatiun to the
That any breach o:r non-fulfilment of the conditions in (iii) and
option waive any such condition or the breach or non-fulfilment
above or any one of them may be relied upon only by IEL whkh may at its
(f)
IEL alon~ shall be ent=:tled to the benefit of the foregoing conditions and
by IEL under the T>keover Scheme and
contract
~~~ i~f~~;a::;ro~ ~~r~~~v;h~~h
to
(g)
Immediately before this offer
paid ordinary shares of 50\
was entitled (witliJn the meaning of Scdion lSOA o! the Act) to {number will be inserted} fully
of ;..;oske.
(h)
at any tin:e and from time to time declare this and all other offers made
the
thereof free from
one o( or all the conditions set
open.~~=·=-"'="- such
or declarations be
not less than seven days before the
Satisfaction of C<msidt:.ration
Within fourteen days after to in sub-paragraph (e) hereof shall have been ful.i'illed (any breach or non-fulfilment the reo!
with sub~paragraph (e} fv) above); or
(i)
the date upon which all the. conditions
b.aving·been theretofore waived in
(ii)
the date upon which !h~S offer is dedarcd to have ?ecome free of all su~h conditions;
whichever first occurs, lEL shall lodge for registration with Noske. all the docum·ents referred l~ in
use its best
p1"ocure such
earliest
rlate. ln respect of those·
after the dale upon
this offer is
to have
aU such conditions !EL shall lodge
sub-paragraph (n} below and received by it in respect of those
witl'-.in seven d1iys of such receipt.
IEL shall !.hen use its Lest endeavour to
JHO(;Ur-'!
Payment of the ..:ash cons:ideratior. will be
r~ade
registraii:m of such documents
(n) below received by it and shall
respect of which this offer is .iccepted
registration the documents referred to in
the e<'<rlie!!.t practical date,
to the holdt>r qf sl1ares accepting tht' offer prior !o the:-
(i)
date l.Jcing fourteen days after u;L has bc,uro.e the rcgi:;te:-ed holder of the shares suh5ed to the acceptanc-e;
(~il
·30th June 1975,
whichever sh<1ll he the e-arHer . .\ c,_ht·(,ue .-lrawn in (avuur of t'ach offeree
respect Qf whi(h
offer is an:t'nled \~·ill be posted pri;•r !o :he d,l.le
this offer for lhe
referred to by
consideral!.on payable for the offel" shares in
mail to the offeree concerned at his 'addresa
22
<tppea:dng in the Regi&te:r of Members of Noske or where no ,r;uch address appears in the Register of
on the Form of Acceptance and Transfer, then to the address shown on the Form of Acceptance and
of Noske or a differer1t <tddress is shown
PROVlDED ALWAYS THAT notwithstanding the provislons of this offer nothing herein contained shall create or transfer to any offeree who i& resident
out o( AuBtralia any right {actual or contingent) to the payment of moneys by IEL hereunder where the authority of the Reserve Bank of Australia to
such p<tyment is required, unless and until such authority has been obtained.
(i)
Warranty
It is a term o( this offer that by signing the form of acceptance and transfer the offeree represents and warrants lo IEL that aU of the shares in Nos'ke
the subject of that acceptan;;e and transfer shall at the date of registration of the transfer lhereof be fully paid up and free from all mortgages, charges,
Hens and encumbrances of every kind whether to Noske or any other company, fi.rm or person whatsoever,
(j}
Withdrawal of Of(er
JEL shall be at liberty by written notice to Noske at any time during which thLs
remains open to withdraw this and all other oHers made by
under the Takeover Scheme in which case
contract arhing from acceptance
any such offer shall he voidable at the option of IEL by notice
writing to the Offeree not later than one
after such withdrawal. Pursuant to Section 180E (4) of ~he
if an o{fer arising um3er the
Scheme is withdrawn, a contract arising from the
of
other offer under the Takeover Scheme:
voidable at the option of the
notice in writing gl-.·en to lEL not later than one month
o!Ier is withdrawn.
(k}
~
Thia: offer is not cQnditional upon the offeree approving or consenting to a payment or amHhcr benent being made or given to a director o! Noske or o( a
corporation that is deemed by virtue
&(5) of the Act to be related to Noske as compensation !or loss oi office or as consideration !or or in
connection with his retirernent from
180E(5,l of the Act IEL specifies 7th March, 1?75 as the date for the publication of the notice referred to in Section lSON(3}
IEL hereby expressly reserves its right
vary such date under and subject to Section ll:lOL of the Act,
(1)
~2"-!P.!~I.!:!:'!.I.
(m)
All coats and
j_n rupect of
of the preparation and orculation of this and aH other offers made by IEL under the Takeover Scheme and stamp duty on transfers
will be payable by !:EL.
(n)
(a}
To accApt this offer si.gn the Form
(b}
The Form of Acceptance and Transfer together with your
l51 Macquarie Street, Sydney, New South Wales, prior to
{c)
By aigning the Farm of Acceptance and Transfer you will be deemed to have
{d)
Acceptance and Transfer;
should be forwarded
the period during
and he received by Industrial Equity Llmited 1
this offer rpmains open;
-
(i)
authorised JEL to complete on your behalf on the form correct details o.f your holding o! offer shares;
(ii.)
acknOwledged that insofar as any blanks rema-in in that form 1EL is thereby authorised to t-omplete such blanks in such manner as is necessary to make such Acceptance and Transfer.eHective in relation to all the fully paid ordinary shares held by you in the capital ofNoske;
If the form of Ac<'eptance and Transfer ls signed under Power of Anorney the Power of Attorney must he produced to :-;oske for noting unless \t.
has already been noted by that Company;
(e)
Offeree or one of the oHerees is a corporation it must execute the form of Acceptance and Transfer under its seal or by attorney or-a\,lthoroHicer;
(f)
If the shares are registered in the names of joint holders, all must sign the form;
(g)
If the o;hares stand in the books of Nosk-e in the name of a
shall
istrators, Probate, Letters of Administration or a
of Grant
a
under
muat be produced to Noske for noting unless they have already been noted by that Company.
Failing strict
and validate
to be made to his Executors Or
Admin~
H of the Probate Duty Act of Victo:r;:ia
with the foregoing provisions of this paragraph IEL may (but shaH not be obliged to} grant time in which to effect such compliance
or may waive S\,lCh compliance".
N, B, The following information which will not he available un1il the date upon which offers are made pursuant to, the Takeover Scheme will be induded in
ofter namely
ea~h
(a)
In sub-paragraph (a/ 1he number of shares in- Noske which IEL proposes to acquire pursuant to the Takeover Scheme.
(b}
In sub-paragraph {g) the number of ordinary shares of 50~ in Noske to which fEL ~s entitled immediateLy before the oHe:rs arc dispatched pursuant to the
Takeover Scheme.
In addition the offer will be dated and a facsimile of th-e signature of a
Dire~;tor
of lEL will appear a! the foot thereof.
ADDITIONAL INFORMATION REQUIRED TO BF.: INCLUDED IN THIS STATEMENT
(a)
The name a, 'occupations and addresses of all the directors of IEL are as _follows
Ronald Alfred Brierley.
151 Macquarie Street,
Sydney, New So1..1th Wales
zooo
Company Director
James Gordon Maxwell Moffatt,
3 Marne Street,
South Yarra, Victoria 3141
Cqmpany Director
Jorgen Nielsen Becyer,
Terrace,
Wellingron, New Zealand
Chartered
D<mgla9 William Sutherland,
13 Conder Street.
Burwood, New South Wales Z 13-4
Pubhc Accountant
Douglas Richard Wylie,
Coronga Crescent,
Killara, New South Walee
Chartered Accountant
2071
Accountan~
\b)
The principal activity of lEL 1s investing in 1hares in other companies,
(c)
At the date of thi.s Statement IEL is entitled, within the: meaning given to that term by St>ction 180A of the Act, to 6.56,.717 ordinary shares in the capital
of Noske.
(d)
Other than as set out in (c) above IEL
ts
not entitled at the date of thh Statement to any marketable securities in No eke.
5.
There ia no restYiction on the right to transfer the shares to which offers m«de under the Takeover Scheme relate cor.tained in the Meinorandum or Articles o£
Association o! Noske which has the effect of requiring the holders of ihe shares before transfer :ring them, to oHer them for purchase to members of Noskc or
to any other pen on,
&,
The consideration payable for the acquisition of shares in :-;oske: under the Takeover Scheme
obtained from loan funds made available to IEL by CitiNational Securities Corporation
7.
H
8.
Within the knowledge of IEL the financial
of Noske has not materially
before Noske in general meeting, save as
in statements made by Noske to
Appendix I to this Statement which forms part of this Statement,
9.
By agn-ements to be made between CitiNational Securities Corporation Limited (as the provider of credit fa<'ilities to tEL) and lEL, the former CQmpany will
obtain security over some or all of the shares in Noske acquired by IEL pursuant to the Takeover Schente, As a result the shares in Noske acquired by lEL
in puuuance of the Takeover Scheme and in respect of which Cit1Nati.onal SecuriHes Corporation Limited will obtain security as aforesaid may (in ac<:ordance
with the security arrangements) be transferred to that company or its nominee, At the date hereof, no shares in Nol'.lke are held by or on- hehal£ o! CitiNatl.on&l
Securities CorpOriiltion Limited.
to be secured wholly by the payment of cash which will be
not proposed in connection with the Takeover Scheme that any payment or other benefit shall be made or given to any Dir-ector of Noske or of any corporthat is, by virtue of sub-section (5) of Section 6 of the Act, deemed to be related to Noske as compensation for loss of office or as .;;onsideration for or in.
connection with his retirement from office nor is there any agreement or arrangement made between IEL and any of the Directors of :-;'oske in connection with
or conditional upon the outcome of the Takeovc r Scheme.
since the 30th June 197), being the date of the
Stock Exchange of Melbourne Limited. details
balance sheet laid
which_ are set forth in
23
Save a• aforesaid there i& no agreement or arrangement whereby any shares i.n Noake ;u.;qui.red by lEL will or may be transferred to any other person.
10.
STOCK EXCHANGE REQUIREMENTS
In accordance wi.th Section 5{1.1} and (12) of the Official List Requirements of the Australian Associated Stock Exchange~> the following information is set forth:~
For the purposes of
a common objective
(a)
paragraph the expression .. person acting in concert' include~> individuals or corporations who are actlveJy co~operating to obtain
relation to the Takeover Scheme,
As at the 4th J';ovember 1974 being the date of this Part A Statement pursuant to which this Offer was made
(b)
IEL was the holder of 656,717 ordinary shares of
50~
:-
each in the capital of Noske;
Save as aforesaid no director of IEL nor any person acting in concert with IEL had a beneficial interest in any shares in ~o•ke~
The following sets forth details of the dealings in shares
and Noske by Directors of IEL and persons acting in concert With IEL and of dealings in
shares in Noske by IEL during the period commencing on
July 1974 being the dale being three months prior to the first public announcement of the
Takeover Scheme and ending on the 4th ;-..;ovember 1974 bemg the date of the Part A Statement pursuant lo which this Offer is made
(<)
Purchase
of sharet>
JEL
3, 200
15. 8, 74
60 cents
3, 200
16.
s. 74
60 cents
!EL
any person acting in concert with lEL has dealt in: any shares in 1EL or Noske nor has IEL dealt in any sharea
DATED
this 4th dav of November, 1974,
two of the Directors of Industrial Equity Limi.ted authorised ao
on the Hst day of October, 1974.
'
. . . .)P! . . . . . . ..
~ .......... .
RONALD ALFRED BR}ERLEY
Director
JAMES GqRDON MAXWELL MOFFATT
Director
APPE~DIX
NOSKE INDUSTRIES LIMITED
1
Z2nd March, 1974
The Secretary,
The Stock Exchange of Melbourne,
JSl Collins Street,
MELBOURNE.
Vie.
3000
Dear Sir,
'Ihe consolidated results of Noske InduJlltries Limited and Subsidiaries for the half-year to the ]lsl December, 1973, are now Teported with comparaHve
figures for the corresponding period in 1972.. The results are subject to audit.
Group Turnover
(increase 16. sor~l
Consolidated Profits before
taxation and depr.eciation
Depreciation
Trading Profil before taxation
{inueaae 19.1%)
Jlst
31st
8, 897, J:7l
7, 635. 382
JSO, 874
500
115, ()7]
569
2.35, 801
197,9Jl
.91, 788
Provision for taxation
74,
610'~
afler
B1o)
Comparative figures for the six :110nths lo
of the Companies Act and ar.e compara'ble
144,013
llJ, 32.1
December, 1'!72, as reported to ~he Stock Exchange, have been 3djusted to conform with the new Ninth
the figures shown above for 197 J.
All Companies in the Group traded profitably.
rise in pre-tax profit as compared with the corresponding period in 1972 was due to increa.sed turnover and greatly •mproved results from the Engineerin&
Divisions.
and
This itnprovenlent has continued into the first two months of the current
half~year.
Turnover in
South Austrahan am;iVictorianStockFeedDh·isions., as well as the South Australian Flour Milling operations, was hisher than for the corres ...
ponding pe:riod in
However, in the latter quarter substantial rises tn the cost of local raw materials, imported proteins, wheat and other grains. together
with inc-reased wages and salaries, eroded margins in our South Australian Flour Milling and Stock Feed Divisions until tb.e South Australian Prices Commissioner
granted price increases in December.
turnover
of flour <~.nd bagged wheat for our private ':harters were restrocted by the lack of wheat supplies from the Australian Wh~at Board and, in turn, affected.
trading profits in our Flour Milling Division
On the latest information from the Australian Wheat Board, there will be little, if any, relief in this situation'unlilthenewseason'B wheat is available in
December this year.
5uppiy
fall in private expo:-t business, to some extent, .;,:ould be offset in the second haH by an expectell allocation of part o£ a large Government contract !or the
flour overseas,
Jn addition to the recent announr.:ement of !he
Bacon Go. Pty, Ltd., proposals for expansion of the
examination by the Board.
In
of a property al Charlton to establish a 900~sQw intensive growing urtit in conjun<:tlon with Castlt:maine
intensified farming operations, as well as joint venture prOJects in this field, are presently under
at the provis1on for taxation, tax benefiti:i derived (rQm inve.stment allowances on capilai works commenced in 197Z and completed in October; 1973 1
24
fulfil
.budgf't.
Therefore.
shghily ahead of those
tr.Hhn!-(
rl•sult~
fo" tht• full year ehould be in hoe with, or
~
Directors today
S. 00 p. m. on Thursddy,
\J;Jst y(:ar,
an
~\prii.
previollsly announced, books will clost' al
'ntitlcm•nt;
J. A. C\h1:J.
SFCRF;TARY
XOSKE lND'CST R!ES
Ll~UTF:D
Sth Apru, 1974
of Melbourne,
3000
~-~_tention;
Mr. I. K, A"'t\)1\,
Oper;;n"i.:ms
'Dear Sir,
~11
Pursu<!llt to pr(~viucs
as tu tht' intc.r.tior. 0f
!he Corr;pany, we now arhi;,;c that 16·1, zoo shan.:s in this
Listing
B:h Scptenibcr, 11J74
Dear Sir,
The consolidated results of Noske Industries Llmtted atHl Subsidia.rits
precedin& year~ Results reported are subJect to audit~
the ye.ar cl1dcd 30th ;June, 1974 1 arc Ml\V reported. wlth CGffilliiralivc figures £or the:
COl\'SOLIDATED RF.SULTS
NOSKE DJDCSTrU:::s }....Tf\.UTED & SDHSIDi.\.tzn:s
(~oubjeci to :tw::it)
30th .Tune,
30th June,
lG,
15, 44.6, 487
l973
s
Group Turnon•r {incrc;).sc ')~~)
Cor.solid;:,.ted proHts before dr.>pre ;i;_dicn and. ta.:..:J.tivn.
ne predation
Le fore !axati•z• (increase 7. 8';'vj
Tr-ading
51-L 588
477, OB
l'H,3'J5
195, H9
Consolidated net profit n.fier laxation (iu;;:redsE 13~ 7;,.)
')20, l9J
lli"J 59--l:
Ph:s Exlraordinary
z:.11,-HJ8
78, 996
PROFlT FOR YEAR
6:1,601
360,590
Provision
tax,tt:on
24,000
Prefe ren,-e Dividends Paid (6%)
Return on Ordinary Capital (uf~cr o:lcduc!ing l:>;:dcrencc :Jiv!dcnd}
pc:::
sha-re
Ordinary Dividend
OJ.>C1'<.tlion:> t:.,;fl('cled h:rth(·t
IJri:.:E ia,:re;tst:s to re,__uveJ'
Turnover in the South Australian
awaiting appnwal
the South Australian
wages and salaries,
reilenion of the
The
lap.,;e
~rain,
tuxalion, tax benefits dcrh·ed
low~'r
co,nm,en<:ed in 1972. and com})leled
The extraordinary items of _pro!it represent the Ca?ital gains arising !tom ..
(a)
the sale of the Victorian flour milling and bakery operations, and
(b)
the. acquisition by the South Australian Government cl the Company 1s South Australinn form.
Due to abnormal and extremely adverse weather conditions, the intensive pig-producing project
oi development as to site preparation and dan1
Consequently, the recently formed N. & C.
ries Limited and 49% owned by ::=astlemaine Bacon Co.
Ltd.) has not t:Ommenc~d trading operations.
has been delayed ar.d is only in the early stages
lndustries Pty. Ltd. {51% owned by Noske Indust ..
All operating Companies 1n the Grcu1t traded proiilablJ!.
Annual Gene rat !'-.1eeting
The Annual General Mt,etin!{ of tbe
Printed accounts and re porta are expected to be
be held at 359 Plwnmer Street, Port
about 3l&t October, 1974.
1'Aelbo1~rne
1 on FriGay, lSlh Novcmb£c:r, 19?-t. commendng at 12 noon~
~
ln view of the improvement achieved in thu ;result for
c.,.pital, making total ordinary divldends for the year It% ($2lZ,
Final dividend will be paid on 1st ?iovember,
! '174,
y('al:', Directors today de dared
:nooks wlll
at 5 p. tr. on Friday,
!:;creased Jirt.ll dividend of
(last year
6~)
on Ordinary
25
J~DCSl
4th
o~tober,
1974
Dear Sir,
of
1?74,
tn
COO ordlna ry 50 ced
cents per share cm
lu the extent to
slnres are lull:'
p~id
up,
w~ich
3lst
the
In all o!her
!ntensi~:o:'d
intcna~ve
by
)~fr.
John Ha:rri.s, ).fanaging Dire(_br D1
<-~x;Je<nsion
!o :he H0ard oi Dirt·(
of the Group's oper;:;.tions,
:\oskc 1:1dustries L-ln:Hed,
26
C 0 P Y
PART
B
STATE
~1
ENT
STATEMENT BY NOSKE INDUSTRIES LIMITED IN AC:CORDAKCF.:: WITH SECTION l80G AND PART B OF THE TENTH SCHEDULE
OF THE
CO~tPANIES
ACT 1961.
The contents of this Part B Statement are set out under the followwg headings
1.
2.
3,
4.
5.
6.
7.
8.
9.
10.
1.
Interpretation,
Recommendation by Directors Of Noskc.
Shares in Noske held by Noske Directors.
Intention of Noske Dire< tors in relation to the take-over offers,
No shares in I. E. L. held by Noske Diredurs.
Benefits to Noske Directors.
Agreements with Noskc Directors and other
No interest in any contract with 1. E. L. held
ilny :'\:uske DircctoJ·s,
Material financial changes in ;..;uske,
Authorization to Sign Statement.
lNTERl-'RETATION
In this document :''Noske" means ::--.:oske Industries 1 .imitcd, a Curnpany in( orporctted in Victoria and having it.!> registered
1
ofho~-e
at 359 Plummer Street, .Port l\.telbourne,
'1. E. L. ' 1 n1eans Industrial F.quity Limited, a Cornpany incorporated in the St-tte of Victoria and having its registered office at 44 Market Street, Melbourne,
"T,lke-Over Offers" me<.!.ns the draft tc;ke-uver often; to be made tu the holders of the ')0\' fully pi.!. id shares in the capital of No.ske set out in the Part A
Statement given by I. E. L. pursuant tu Section 180C and thP Tenth Schedule of the Cumpames Act on the 4th November, 1974.
"Companies Act" rneans the LompJ.nies Act 1961 of the State of Vi,tori<t.
HEADINGS used herein are for ease uf referen( e only and shall not be de(.'Ined to forrn pJ.rt of this document.
GI:.::--:-DER AND ::--.:U\.1DEI~ - Where the contPxt pernuts, one gt>nder shall include all other genders and the singular shall import the plural and vice versa.
CURRE:--:-CY -All monetdry
denomina~ions
herein ,tn•
2.
H.ECOM!\.iE::--.:DATION BY DlRJ-:CTOH.S OF ::\"OSKE
3.
SHARES IN
The Doard of Direl tor<> u[ :--.:oske
~OSKE
The nurnber,
de~l
reconnnerH1~
JIELD HY NOtiKE DIH.I<C"J
ription and amount of
expre~sed
in Austr,1han currency.
un,Lni:-nouc,ly to shdreholdcrs lhal they reject the
t<~.ke-over
offers mrtde by I. E. L.
Ol~'-2_
n~ctrkel.\
1le :oC( untH''i in Nuske held by ur on bch,df of eacli. of the Directors of I\'oske are set out hereunder :-
Nan1e of Director
Clctss of Sharv
:No. 'of Shares
3, "150
550
2, 250
5, 206
550·
550
500
George Horace Bishclp
Franc is Joseph S>veen("~­
Kenneth Le~dic Francis Look
Walter .\lfred Noske
Ronalcl Lewi.s Eilenbt·rg
Noel Abbey n roOJTlC
John Weetman Harris
In adthtion to the sharp,; lislccl .1buve, ).fessrs. K. L. Cook and F. J. Sweeney are Trustees in re:,pect of ;:,n issue of employee shctres for the benefit of effiploy·...
ecs of Noske. These- shares arc held by Trustee<> pursuant to a Trust Deed and ~!C"ssrs K. L. Cook and N, A. Broome are, in <~.ccordance wi1h the terms of
the Deed, entitled to 25.000 onlin<~.ry :.h.nes and 15,000 ordinary share c. rec.pcctn·dy. Nu other Director is e-ntitled to any shares pursuant to this scheme,
~fessrs, G. H. Dishop, I<:. L. Cook and::\" A. Dromn.c et re Trustc(•s of certain Su:Jeranrlllation Funds {or the benefit of Noske cn1ployces. l\.-{ess.rs. K. L, Cook
and N. A. Droonle '\re inll!rc:oted in thes(' Funds to the extent that they ruay be, uJne c·ntitlcd to rcL eivc super;:1nnurttion benefits from these Funds,
The total marketabl(' S('l
uritie~
1n I\'oskc held 1Jy these Funds arc
$6,400 Un<>nurcd e~'o :\ate<> mJ.turing 15,'6/ 1975.
No other Director hcts J.H)' intcre"t in any of these Funds,
4.
NOSKE DlRECTOH.S INTEND TO HJ::;JEC:T TAKE-OVER OFFERS
All Noske Directors intend to reject the take-over off('rs rnade to them Ly I. E. L, in rcL\lion fo their sharcholdings as set out in the last paragraph.
5.
!'<'0 SHARES lN l. 1-:. L. l!ELD BY NOSKE DIH.ECTOR:'i
No marketable sccuritiec. in 1. L. L. arc hdd by or on hehaH of
6.
~my
of the Direc to!'S of
~oske,
NO BENEFIT TO A-::..Y :--.;oSKF: DJ!{U:TOR
lt is proposed th;:1t no
or other benefits sh,dl be m.tdc: or given tu any Director oi Xoske or uf any corporalion deemed by virtue of Section 6(5)"o( lhe
Cornpanics Act to be
tu :\:uo,ke a:o'
Jar loss ol office ur ,l., con~idcratiun Jot· or 1n connection with his retirement from office. However
tv.;o full tirne exeLutive DlrP' tors, K. J,.
<~nd ~-A. BroonH~ have enten·d into Scrvi("c Agreements with the. Company.
These Service Agreements provide
(inter alia) that in lht" event oi :1 ~ucces,ful l:tkc-ovt>r bid during llw curt·~·nry of the~('
the
shall have the right to resign and in such
event or in the event rh.tt the employee i"o (hsnnssed by the
following cl '=>UL"l
reasons other than the default of the employee the
employee shall be entitled tu n·,-,:tve cl lunt(' sun1 pJ.ynlcnt
ttnl,·s hts annu:i.l ~alary at the date oi tcrnlin,dion,
X!\Y OTtll::Jt Pl·:H:SO:'-<
7.
Save as n1cntioned in tlt(' Ltc,(
or conditional upon the on(c m ne
8.
tL.ere is no other ,lgi·ccrncnt or arraugerncnt between any Dircdor oi Nuske dlld any other person in connec.:lion with.
schcr1c.
NO INTEREST I='l A!'<'Y C:O::--:TH.AC"l WI"ll!.!. E L
ll£LD HY 1\i':Y NOSKE DIRECTOH.
No Director of :Noske has ;:1ny inlcn·st in ,,ny c·ontracl cnterPd intu by 1. 1:. L.
9,
MATERIAL FlNA='<ClAL CI-IAN<..il<.'-:. lN XOSKE
On the 4th October, 1974 <~n allulincnt of '350, 000
ordin,lfy "'lure::; in the ~ctpi.tcd of the
v.as tll<l.de to Castlcl~taine D.tcon Co. Pty. Ltd. at 50~
payrtble as to 17<; on
a further li'\' on the
DeC('mber, 1974 and 16~ on the 30th
1')75 . .\p<trt from this, no rnaterial change in the financial
position of Noske has
sine e thl• date of the last Balance Sheet as at the 30th June, 1()74 as laid before the !;1st Annual General ~-Iceting of members of
Noske held on the 15th Novembf·r, 1()74.
10.
AUTHORIZATl0:-.1 TO tiTGN ST,\"ll·:idl-:N"J
The Hoard of Dire !"tors of No!'ke h;:ts aulhuriLcd Kenneth Lcslic Frdntis Cook and Nod Abbey Droomc _to sign this Part B Strttcmcnt at a !\.feeling of Directors
held on the 15th day of November, ll)/4.
DATED
the 18th day of November, 1C)74.
l"or ilnd on behalf of
NOSK£ INDUSTRIES LD.UTED
...... ~:.~'. ~::0. (~....... .
K. L, COOK
.'. <~c;):.J.s..-:~ ~·~. :....
N.A. BR00:\1E
27
APPEND IX " C "
Holding Company for :Noske Flour Mills Pty. Ltd.
Noske Bros. (S.A.) Pty. Ltd.
Queen's Bridge Motors Pty. Ltd.
Queen's Bridge Motor & Eng. Co. Pty. Ltd.
Queen's Bridge Investments Pty. Ltd.
NOSKE INDUSTRIES LIMITED
Redg. Office :
359 Plummer Street, Port Melbourne 3207,
Victoria, Australia.
Postal Address : P.O. Box 37, Port Melbourne 3207
Telephone : 64 2841 (20 lines)
Share Transfer Office :
Arthur Young & Company
440 Collins Street, Melbourne 3000
Telephone 67 5901
29th November, 1974
Dear Shareholder,
Rejection of Take-over Bid for your Company
This document sets out the reasons why your directors unanimously advise that the offer by Industrial
Equity Limited should be rejected by shareholders. This advice is supported by the advisers for the purpose
of this take-over, Chase-N.B.A. Group Ltd. Further details are contained later in this document.
1. The offer is totally inadequate in relation to Noske's present earnings and future prospects.
Earnings and dividends per share in Noske increased in the year ended 30th June, 1974,
and this growth in earnings is expected to continue in the current financial year to an
estimated level of $400,000 after tax (an increase of 25 per cent over the previous year).
2. The price of 65 cents per share is close to the lowest price recorded for your Company's shares
for some years.
3. The net tangible asset backing per share as at 30th June, 1974 is $1.50 while the offer price is
only 65 cents. Industrial Equity Limited is clearly attempting to purchase assets of your
Company at a discount.
4. We believe it is unfair of Industrial Equity Limited to exclude from the terms of the offer
(even though the offer is inadequate) shares validly issued to the employees of the Company
which were approved by shareholders in General Meeting. Your Directors are concerned
at the future job security of the employees of the Company if the offer is successful.
5. The offer also excludes 268 Preference Shareholders as well as Castlemaine Bacon Co. Pty.
Ltd., a large shareholder and joint venture partner with your Company.
We remind you that the form of acceptance sent by Industrial Equity Limited can be revoked by them
but not by you. Your signature on the document can be made binding at the option of Industrial Equity
Limited.
You are advised to reject the offer by ignoring any document sent to you by Industrial Equity Limited.
Yours sincerely,
G. H. Bishop
Chairman of Directors.
28
DETAILED REASONS FOR REJECTION OF THE OFFER.
1. Ordinary Share Price
Apart from a few isolated sales, the price of 65 cents offered for your shares is close to the lowest
price accorded to your shares on the stock market over the past three years. Also the offer price is less than
the latest price quoted for Noske shares on the Stock Exchange.
2. Future Profits
The net earnings after tax in the year ended 1973-7 4 increased by 13 per cent over the previous year.
Your Directors believe that subject to general economic conditions not deteriorating, the profits for the
curret financial year are expected to increase by 25 per cent over the previous year to a level of approximately
$400,000 after tax. Further increases in earnings of a similar order are also estimated in the following financial
year.
3. Dividends
Shareholders have now received their increased dividends for the last financial year at 12 per cent
(6 cents per share) which represents an increase of 33 per cent in dividends received by shareholders since
1971 adjusted for the bonus issue.
Your Directors believe that in view of the expected improvement in profitability over the next three
years, arising from new ventures and expansion of present operations, the policy of paying increased dividends
to shareholders will be continued.
4. Net Tangible Asset Backing
The net asset backing of $1 . 50 per share is far in excess of the proposed offer price of 65 cents per share.
Industrial Equity Limited is attempting to purchase your shares at a substantial discount under asset backing
and receive the benefits of perhaps selling off certain assets at a price far higher than it paid for them.
5. Noske's Future Prospects
(a) Your Directors have spent the last two years critically reviewing the return on funds invested by
the Company and where these returns have been insufficient, such assets have been sold. This
policy is continually under review and as an example you will note from our latest Annual Report
the disposal of certain of our unprofitable Flour Mills and Bakery operations which were not
earning an adequate return on the funds invested in those ventures.
(b) The profits from the Engineering Division have increased approximately 335 per cent in the year
ended 30th June, 1974, over the previous year and due to the development of additional franchises undertaken on a nation-wide basis, we are budgeting for further increases in profitability
from this division in the current financial year and future years.
(c) From the Milling Division, increases in profitability are projected by the development of intensified
pig farming operations on a joint venture basis in South Australia and Victoria. This will
ensure increased outlets for our stock feed production and fully utilise existing capacity from
our mills.
Why Has This Offer Been Made ?
1. The earnings of your Company have increased in 1973-74 and, as stated previously, are expected
to increase further in the current financial year.
2. Your Directors believe that Industrial Equity Limited, which has interests in Companies with a
number of activities similar to those of Noske, can see the benefits that will flow to shareholders from the
investments recently made by your company.
3. We believe that they wish to obtain control of your company before the full tangible effect of these
new developments is apparent to all shareholders.
The future increases in profitability by Noske should be for the benefit of existing shareholders who
have been loyal to the Company for years. Do not allow Industrial Equity Limited to receive those future
benefits which are rightfully yours.
Your shares are worth far more than 65 cents per share. We hope you will agree with our considered
opinion after consultation with our advisers that the offer is not in your best interests.
Yours sincerely,
G. H. Bishop
Chairman of Directors.
29
APPENDIX "D"
INDUSTRIAL EQUITY LIMITED: GROUP STRUCTURE
INDUSTRIAL EQUITY LTD.
I
I
THE NEW REDHEAD
ESTATE & COAL CO. LTD.
MINERVAI CENTRE
LTD.
CONQUIP LTO.
BRIERLEY -JONES
(AUST.) PTY. LTD.
68<J1o
82<J1o
100<ro
1OO<ro
SHIPPING
NEWSPAPERS LTD.
CROOKS NATIONAL
HOLDINGS LTD.
80<J1o
COLMAX ELECTRIC
PTY. I.TD.
BRIERLEY-JONES
PROPERTIES PTY. LTD.
1OO<ro
93<J1o
50<J1o
I
+
BEST & GEE
HOLDINGS I.TD.
NAl'HAN BLIGHT
PTY. LTD.
55<J1o
PINE GROVI
MEMORIAL PARK LTD.
100<ro
1OO<ro
ISAS (N.S.W.}
LTD.
SWANS LTD.
PORTFOLIO
SERVICES PTY. LTD.
WOODLEY WINES
PTY. LTD.
100o/o
1OOo/o
COSSEY INVEST.
& FINANCE CO. I.TD.
.
1OO<ro
38o/o
100o/o
COUNTRY PROD.
SELLING CO. LTD.
CONSORTIUM PROP.
& INVES'fMENT PTY. LTD.
WETHERILL
PROPERl'IES PTY. LTD.
21o/o
INDUSTRIAL EQUITY
&INVESTMENT PTY. LTD.
24o/o
1OO<ro
1OOo/o
30
APPENDIX "E"
[577]
VICTORIA
GOVERNMENT GAZETTE
No. 17]
THURSDAY, MARCH 13
Parliamentary Committees Act 1968.
DECLARATION IN RESPECT OF NOSKE INDUSTRIES
LIMITED.
Whereas:
I. On or about 29th November, 1974, Industrial
Equity Limited made offers in relation to shares
of Noske Industries Limited which constituted
a take-over scheme within the meaning of Part
VIB. of the Companies Act 1961.
II. On 19th February, 1975, the Attorney-General
pursuant to section 44B of the Parliamentary
Committees Act 1968 (hereinafter called "the
1968 Act ") referred the proposal involving the
said take-over scheme to the Company Takeovers Committee appointed under section 44A
of the 1968 Act.
Ill. The Company Take-overs Committee has pursuant
to section 44E of the 1968 Act requested that
the company be declared a company to which
Part VA. of the 1968 Act applies.
IV. It appears to me the Governor of the State of
Victoria, with the advice of the Executive
Council thereof, that the take-over scheme
involves the general public interest because it
would prejudicially affect the employes of the
said company.
Now therefore I, the said Governor with the advice of
the Executive Council, do hereby declare pursuant to subsection (2) of section 44E of the 1968 Act that Noske
Industries Limited is a company to which Part VA. of
the 1968 Act applies and I declare that this Order shall
have effect from the date hereof until 31st May, 1975.
Given under my Hand and the Seal of the State of
Victoria aforesaid, at Melbourne, this twelfth day
of March, in the year of our Lord One thousand
nine hundred and seventy-five, and in the twentyfourth year of the reign of Her Majesty Elizabeth
the Second, Queen of Australia.
HENRY WINNEKE,
Governor of Victoria.
(L.s.)
By Authority: C. H.
4187/75.
RIXON,
Government Printer, Melbourne.
[1975
31
APPENDIX " F "
CoMPANY TAKE-OVERS CoMMITTEE.
NOSKE INDUSTRIES LIMITED AND INDUSTRIAL EQUITY LIMITED
FURTHER SUBMISSION BY NOSKE INDUSTRIES LIMITED
DATED THE 15TH DAY OF APRIL, 1975.
The further matters outlined below are, I believe, matters which should be placed before the Committee
in order to ensure that the Members are fully acquainted with what has transpired since the date of the
Meeting of the Committee held on the 26th of February last.
I. Funding of Group Objectives
A. As a result of the current position the negotiations which were being carried out by Noske to fund
$700,000 to redeem the Secured Notes due on the 15th of June 1975 and to finance new and additional projects
have been brought to an end and at the present time it appears that the funds will not now be made available
through a Debenture. A comprehensive Trust Deed to cover the issue of Debentures had been approved
by all parties including the T. & G. Guardian Corporation Limited which had agreed to act as Trustee of the
Deed. However the T. & G. advised Noske by letter dated the 14th day of March last (a copy thereof marked
"A" is enclosed) following a meeting with representatives of both Companies held on the previous Tuesday
the 11th of March (a copy of the minutes of that meeting marked " B " is enclosed) that it would not act as
Trustee because(a) Noske is subject to a Take-over offer and that such offer was now" frozen" until the 31st
of May 1975 ;
(b) the shares of Noske had been suspended from trading on the Stock Exchange. A copy of the
letter of the 14th day of March 1975 from the Stock Exchange to Noske (marked" C ")
exonerating Noske from any responsibility from the suspension is enclosed.)
Similar advice was received from various institutions that had previously indicated their willingness
to act as sub-underwriters to the Debenture.
B. Noske's arrangements with the National Bank of Australasia Limited provided for the issue of
debenture stock (under the abovementioned Deed) as security for credit lines approved by the National Bank.
These funds were to be specifically applied to the expansion of new projects in Victoria but for the reasons
specified above Noske is now prevented from proceeding with its funding arrangements. A copy of the
Notes on the discussions that took place on the occasion of the visit to the National Bank on the 8th of April
1975 (marked " D ") is enclosed.
C. As a result it now appears that the foregoing will have serious consequential effects upon :(a) Expansion of operations in Victoria, such as the N. & C. Charlton project-round figures
$700,000;
(b) Expansion of the stock feed operations at Charlton-$100,000 ;
(c) Employment of additional staff for both of these projects ;
(d) Due to this disruption in the Company's operations, it could now well mean complete closure
of the Charlton activities, resulting in the dismissal of employees, as without the abovementioned projects proceeding we are unable to continue with the employment of the
present staff and work force ;
(e) The Charlton Council has indicated in correspondence its support for the Charlton project and
in addition has stressed the fact that the continuity of the Noske operation is essential for
the future well being of the town. A copy of a letter (marked" E ")from the Charlton
Shire dated the 9th day of April 1975 is enclosed.
2. Effect Upon Partners and Principals
A. Concern has already been expressed by our partners, Castlemaine Bacon Co. Pty. Ltd., due to
the clear hostility already indicated by Mr. Brierley of I.E.L. Therefore, understandably, Castlemaine Bacon
Co. will not proceed with this project if I.E.L. proceeds with and is successful in its Take-over offer.
B. Aveling-Barford and Coventry Climax Franchises : As late as Monday, 24th, and Tuesday, 25th
March, Noske received a visit from Mr. J. M. Gifford, Export Manager and a Director of Coventry Climax,
to meet and discuss aspects of the I.E.L. take-over, as they are concerned with the future of Q.B.M.'s representation of their franchises in the State of Victoria, and for that matter in other States where Noske operate.
C. Similar concern has also been expressed by Principals of other franchises, such as the BT fork lift
truck franchise in Sweden and the Perkins engine franchise.
3. Effect Upon Employees
Continual concern is being expressed and inquiries made at all levels of management and down the
line, as to what the future holds. As a result there has been a serious decline in morale and already resignations
have been received from employees in various areas of the Company's operations. Letters are being received
from numerous employees of the Company setting 'forth their views on the position and these will be forwarded to the Committee when they all come to hand.
32
Irrespective of any undertaking that I.E.L. may give as to continuity for the employees of the
Company the real value of any such undertaking should be considered in the light of the past performances of
Mr. Brierley and I.E.L. to fulfil their undertakings.
It should be specifically pointed out that at a meeting a few weeks ago with Mr. John Gifford from
the U.K., a Director of Coventry Climax and the Export Manager for Aveling-Barford for the Pacific Area,
it was made abundantly clear that if LE.L. obtain control of the Company then the distributor ship from
these two Companies, at least, would be cancelled with the resulting dismissal of employees engaged in these
activities of the Company.
4. Breaches by J.E.L. under Companies Act and Listing Requirements of the Stock Exchange
Whilst the Directors of Noske appreciate that it is not the function of this Committee to deal with such
breaches it is felt desirable that the following matters should be brought to the attention of the Committee
namely:(a) It would appear that Stockbrokers are breaching the Stock Exchange Regulations by
purchasing shares on behalf of I.E.L. at a price in excess of the take-over offer ;
(b) It appears that false and misleading information has been issued on behalf of I.E.L. so as
to confuse shareholders ;
(c) I.E.L. has not increased its offer despite Mr. Brierley's and LE.L.'s undertakings to the
Stock Exchange. Mr Brierley has been reported as saying that I.E.L. is precluded from
raising its offer price as required by the Listing Requirements whilst and so long as Noske
is a Company to which Part VA of the Parliamentary Committees Act applies to the
Company" The relevant portion of the Act is Section 44G (1) which states :
' A person shall not make a take-over offer to which Part VIB of the
Companies Act 1961 applies in respect of any share in a company to which
this part applies.'
Part VIB of the Companies Act includes Sections 180A to l80Y of the Companies
Act and deals with take-overs generally.
It is my Company's view that any contention that the order made by the Governor
in Council precludes I.E.L. from varying an existing offer is quite erroneous. This
view has been supported by Queen's Counsel and a written opinion from Counsel can
be obtained should it be required.
I draw the attention of the Committee to Section 180L (2) which provides (inter
alia) as follows :' An offeror may vary a take-over offer that is constituted by an offer
by doing one or more of the following in relation to the whole or a part of
the consideration that is offered for the shares proposed to be acquired(a) where a cash sum is so offered-by increasing the amount of
that sum;'
The offer document made by I.E.L. also contains provisions relating to the
variation of the take-over offer. In the context used in the Companies Act and in the
take-over offer made by I.E.L., it is quite clear that the variation of an existing offer
does not constitute the making of a take-over offer as prohibited by Section 44o (I)
of the Parliamentary Committees Act referred to above.
You will note that this
provision specifically relates the meaning of take-over offer to the meaning given to the
expression in the Companies Act."
(d) The whole position in respect of the Service Agreements has been grossly misrepresented by
I.E.L.
It has never been acknowledged or appreciated that any benefit which an
employee might receive under a Service Agreement will in fact be considerably less than
the benefits which employees would receive under their entitlements in the Company's
Superannuation Scheme if their employment were to continue.
5. Supreme Court Proceedings
His Honour Mr. Justice Dunn dismissed the Summons taken out by LE.L. and Mr. Brierley seeking
an interlocutory injunction and the case has been fixed for hearing on the first available date in May. For
your added information a copy of the ~eport on the pn:ceed.ings contained in " The Australian " r:ewspaper
on the 4th of April last (marked " F ") IS enclosed. It IS of mterest to note the adverse remarks Hts Honour
made concerning Mr. Brierley's position.
6. Sale of Assets and Resulting Unemployment
From the information at the Board's disposal and from the newspaper reports it is apparent that in
order to finance the purchase of the Noske shares and to repay the moneys borrowed from its Merchant
Banker for this purpose it will be necessary for I.E.L. to sell off the assets of Noske. The result of this
will of course be the termination of the services of employees. A precedent for this type of action is to be
readily found in the recent selling off by I.E.L. of the assets of Conquip Pty. Ltd. (a company recently
acquired by LE.L.) and the discontinuance of the Conquip franchise which franchise was previously held
by Noske in Victoria.
33
For all the foregoing reasons it is respectively requested that the Committee should recommend that
the following action be taken!. That appropriate steps be taken to prevent any further action by I.E.L. (its nominees or related
or associated companies or persons) from any further action under the Take-over Offer and/or to prevent
I.E.L. obtaining control of Noske by the purchase of shares on the open market or otherwise.
2. That the appropriate steps be taken to obtain Orders under Section 69N of the Companies Act
consequent upon the breaches by I.E.L. of the provisions of this Section.
It is strenuously contended
that the appropriate Order would be one pursuant to sub-section (e)-namely
" An order directing the sale of all or any of the shares in the company in which a substantial
shareholder has or has had an interest."
3. That in any event the period of the " freezing " of the Take-over be extended to the full period
of twelve months.
We would be pleased if the Committee would afford members of my Board and representatives of
the employees of Noske the opportunity to appear personally before the Committee.
R. L. EILENBERG.
4!87/75.-3
34
"A"
T & G GUARDIAN CORPORATION LIMITED
Incorporated in Victoria
Collins and Russell Streets, Melbourne
Box 393D G.P.O. 3001
Telephone 63 0341
STRICTLY CONFIDENTIAL
Reference:
14 March, 1975
Mr. K. L. F. Cook,
Managing Director,
Noske Industries Limited,
P.O. Box 37,
Port Melbourne, Vie., 3207.
Dear Mr. Cook,
PROPOSED ISSUE OF DEBENTURE STOCK
I refer to negotiations over many months related to Noske Industries Ltd. proposals to make a
private issue of debenture stock and, in particular, to my Company's letter of 20 November 1974, your
Company's reply of 28 February 1975 and to the meeting in your Board room on Tuesday last.
Yesterday I telephoned your Company Secretary, Mr. J. A. Cahill, advising that after further
discussion with my colleague Directors, it had been decided to confirm the decision that T & G Guardian
Corporation decline to accept appointment as trustee under the proposed debenture issue at this time, the
reasons being(a) Noske Industries Ltd. is subject to a strong take-over bid, such bid being no more than
" frozen " until 31 May 1975 by Government intervention to this date, and
(b) the shares of Noske Industries Ltd. are currently suspended from trading on the Stock
Exchange.
It is our firm opinion that prospective loan investors are entitled to have such important matters
resolved so that they may at least have a basis for making an informed assessment as to the likely management
and nature of the operations of the company to which they are invited to commit their funds, albeit while
having no guarantee as to future continuity of these aspects of their security. In effect, as it is considered
that circumstances make it an inappropriate time for your Company to be offering the debenture issue, it
would be equally inappropriate to accept appointment as trustee for the issue.
At the meeting earlier this week it was stated that your Board was unaware that the take-over question
was in any way important to our considerations. I might only confirm my reply at the time, that since
the bid was first announced your Company's representatives in frequent discussions concerning the form
of the Trust Deed and financial aspects have not been left unaware that we attached some importance to
a resolution of the take-over question.
In conclusion I would say that in their deliberations my colleague Directors have been fully cognisant
of the dilemma in which your Company is placed and have given very full consideration to the representations
made by your Chairman and Deputy Chairman. It goes without saying that our sympathies lie with those
with whom the T & G Group has had a close and friendly association for many years and it is with deep
regret indeed that we find it necessary to decline your Company's offer while the present circumstances
prevail.
Yours sincerely,
K. D. J. COVENTRY,
Director.
35
"B ''
NOSKE INDUSTRIES LIMITED
NOTES ON MEETING WITH T. & G. REPRESENTATIVES AT 359 PLUMMER STREET,
ON TUESDAY, 11TH MARCH, 1975.
Present:
Messrs. G. H. Bishop, F. J. Sweeney, K. L. Cook, N. A. Broome, J. A. Cahill.
Messrs. D. Coventry, I. Davies (T. & G. Guardian Corp.)
Mr. G. Ross (Chase-N.B.A. Group)
The meeting had been convened at the request of the T & G. who had intimated in a phone conversation
(Mr. I. Davies to Mr. J. A. Cahill, see notes of 6. 3. 75-copy attached) that although they viewed the
position favourably provided the Company stays under present management and control, they had expressed
some concern at the current takeover offer.
Mr. Sweeney expressed the surprise of the Noske Board at T. & G.'s attitude, particularly as they had
not expressed concern at the take-over offer, which had been current for many months, during which T. & G.
had continued with negotiations as to the Trusteeship, and had had many conversations with N.I.L. executives
on the subject without reference to the take-over and its effect on T. & G.'s attitude. Mr. Sweeney added that
from the rate of acceptance, it appeared that the take-over bid would not be successful, and in any case,
if it were, Mr. Sweeney asked how it would affect the Trustees, as the legal liability for conforming with the
Deed would still obtain.
Mr. Coventry agreed that T. & G. had been aware of the take-over offer and had never expressed in
(Mr. Davies at this stage said he had indicated
writing the views which they were now putting forward.
some concern in the course of one telephone conversation with Mr. Cahill.)
T. & G. had hoped that by the time negotiations reached the final stage, the matter would have been
resolved. They were concerned at any possibility of being Trustees to a Company controlled by Brierley
because of the likelihood of his breaching the provisions of the Deed.
T. & G. would be quite happy to deal with the present N.LL. Board. But if the take-over were successful,
the present Directors' responsibilities would cease, but those of the Trustees would not. Mr. Coventry added
that in addition to the take-over aspect, there was now another factor-the suspension of the Noske shares,
although he could see that Noske was not to blame for this and it was for the protection of the Noske shareholders.
In view of these factors, T. & G. could not at the present time see their way clear to underwrite the
issue.
Mr. Cook pointed out that Brierley would become aware that T. & G. had declined. Mr. Sweeney
agreed that this would be another point which Brierley could put forward in criticism of Noske.
Mr. Ross pointed out that the sub-underwriting letters had gone out indicating that T. & G. would
be Trustees. The underwriters (Chase) were thus placed in an awkward position.
Mr. Coventry said that T. & G. should not have been cited without their permission and acceptance.
It was only within the last two weeks that T. & G. had been given full details of the proposed issue with a
request to act.
Mr. Sweeney asked what Brierley could do, if the take-over were successful, which would cause the
T. & G. to be concerned. He had apparently paid his creditors in the past.
Mr. Coventry said that T. & G. were the party which was asked to guarantee that he would adhere to
the Deed. One factor which they could foresee as a possibility was that with a change of Directorship,
N.B.A.L. could reduce its facilities and take liquidity out of the Company.
Further discussion ensued as to the situation in general.
Mr. Coventry said he was very appreciative of Noske's problems, and he had gained an idea of the
strength of the Board's feelings as to the take-over bid and the T. & G. Trusteeship. He assured the Noske
representatives that he would convey to the T. & G. Board Noske's feelings in the matter, and that that
Board would have another look at all the relevant factors before making a final decision, which would be
conveyed to N oske as soon as possible.
After some further discussion the meeting concluded.
(J.A.C. Note :In a letter dated 14th March, T. & G. had declined the offer to act as Trustees, on the
grounds of the strong take-over bid, and the suspension of trading in Noske shares.)
Notes prepared by J. A. Cahill.
36
6th March, 1975.
NOTES ON TELEPHONE CALL FROM I. DAVIES (T.
& G. GUARDIAN, AS TRUSTEES) TO J.A.C., 3.45 P.M., THURSDAY,
6TH MARCH.
1. T. & G. Board discussed our request that they act as Trustees.
2. They view the proposition favourably, provided that the Company stays under present Management
and control.
3. However, in view of the current take-over offer, they would like to discuss the situation with Mr.
Cook and a Committee of Directors at Plummer Street on Tuesday or Wednesday next week any time of day
at our election.
4. Pending such discussions, they are not prepared to make a decision as to acceptance.
Notes prepared by J. A. Cahi/1.
37
"C"
THE STOCK EXCHANGE OF MELBOURNE LIMITED
Box 1784Q, G.P.O., Melb., 3001
Telephone : 62 0241
Telex : 30 550
Stock Exchange House
351 Collins Street
Melbourne, 3000
14th March, 197 5.
CONFIDENTIAL
Mr. J. A. Cahill,
Secretary,
Noske Industries Limited,
P.O. Box 37,
Port Melbourne, 3207.
Dear Sir,
Suspension of Trading
I refer to our discussions regarding the suspension of Noske Industries Limited when I informed you
of the Exchange's reasons for suspending trading in the company.
The Exchange believes that the action taken to suspend trading was in the best interests of shareholders
and that the suspension should not be taken to mean that the directors of Noske have acted improperly in
any way.
The Exchange from time to time finds it necessary to take such action to ensure that the rights of
shareholders are protected and those buying or selling securities are doing so in the knowledge of all pertinent
information then currently available.
As pointed out to you, Industrial Equity Limited has now disclosed that it or persons acting in concert
have purchased Noske shares in the market during the offer period without providing the appropriate disclosure to the Stock Exchange.
The Stock Exchange has introduced Requirements in order to protect shareholders' interests in this
regard.
Listing Requirement 5 (1 0) requires an offeror purchasing shares on the market or elsewhere during the
currency of its offer to soon as practicable, increase the price of its offer to not less than the highest price it
paid during the offer period.
Listing Requirement 5 (12) (b) requires disclosure by an offeror on a daily basis of all such purchases
on the market or elsewhere indicating the total number of shares so purchased and the price.
The suspension took place not only to ensure that no purchases or sales were made in an uninformed
market but also to ensure that the rights of the Noske shareholders were protected.
While we appreciate that such action might deny a market to any shareholder wishing to sell immediately, we believe that it is to the ultimate benefit of the shareholders that the suspension remain until the
position is clarified.
While we have no objections to you using the details contained in this letter in any letter you might
send to shareholders, we do not feel it appropriate that you quote this letter verbatim for the reasons I referred
to on the telephone.
For your additional information, I attach a copy of a press statement made by the Exchange on 13th
March, 1975. We would appreciate receiving a draft of any circular you might send to shareholders regarding
this matter.
I trust this clarifies the position and again point out that the suspension is in no way intended as
disciplinary action against your Board but merely to ensure that the rights ofNoske shareholders both present
and future, are protected.
Yours faithfully,
(I. N. Davidson)
Secretary to the Committee.
38
TELEX MESSAGE
Comnews 39 1705
Finance
Melbourne Eleven,
March 13, 1975
THE STOCK EXCHANGE OF MELBOURNE LIMITED
Press Release
NOSKE INDUSTRIES LIMITED.
The Stock Exchange of Melbourne Limited has advised that the suspension of trading in the shares
of Noske Industries Limited has not been lifted. The shares have been suspended from Trading because
the market has not been informed of the intentions of Industrial Equity Limited regarding its take-over offer
of 65 cents per share in comparison with its purchase in the market at a higher price.
The Sydney Stock Exchange Limited has advised the Melbourne Exchange that it is seeking from
Industrial Equity Limited an assurance that it will in future comply with official list requirements 5 (to)
and 5 (12) (b).
A.A.S.E. listing requirement 5 (10) requires an offeror purchasing shares on the market or elsewhere
during the currency of its offer to soon as practicable, increase the price of its offer to not less than the
highest price it paid during the offer period.
A.A.S.E. listing requirement 5 (12) (b) requires disclosure by an offeror on a daily basis of all such
purchases on the market or elsewhere indicating the total number of shares so purchased and the price.
Pending a reply from Industrial Equity Limited to the request from the Sydney Stock Exchange
Limited, the Committee considers that the shares of Noske Industries Limited should remain suspended
from Trading.
(I. N. DAVIDSON)
Secretary to the Committee.
13th March, 1975.
39
"D"
NoTES ON VISIT To NATIONAL BANK OF AusTRALASIA LTD. April, 8 1975.
Present :
Messrs. D. S. Anderson and L. Sharp (N.B.A.L.).
Mr. A. S. Murdoch (Chase-N.B.A. Group).
Mr. N. A. Broome (N.I.L.).
Purpose:
To make application to N.B.A.L. for bridging finance to repay the 8 per cent. Notes on 15th June,
1975.
Proceedings :
1. After a preliminary outline of the application by Messrs. Broome and Murdoch, the Bank's
representatives were given the following documents :(a) Memorandum of discussion dated 8th April, 1975, which sets out the salient facts as presented
by Messrs. Broome and Murdoch. (This Memorandum discloses the change in attitude
of the T. & G. if N.B.A.L. is the only borrower. Mr. Coventry (T. & G.) subsequently
advised the writer per telephone that he would be prepared to recommend that the
T. & G. accept the trusteeship ifN.B.A.L. is the only borrower, but would require an escape
clause if N.I.L. were unsuccessful in defeating the take-over bid.)
A copy of the
memorandum is attached.
(b) Copy of the Group Cash Flow 1975 to 1979-dated 27th March, 1975.
(c) Letter from T. & G. declining trusteeship-14th March, 1975.
(d) Notes of meeting with T. and G. on 11th March, 1975.
(Items (b), (c) and (d) have already been circulated.)
2. It was pointed out that this application was quite distinct from the application dated 3rd April,
1975 for an extension of the temporary and occasional overdraft facility of $225,000. However, the cash
flow used in support of that application was an extract from the cash flow dated 27th March, 1975.
3. The submission and the budgeted cash flow were discussed and N.B.A.L.'s interpretations
confirmed.
4. It was stated that the bridging finance was required until an issue of debentures could be made
without adverse influence of a take-over offer.
5. Mr. D. S. Anderson said that the N.I.L. Directors' attitude to the I.E.L. proposals was important
to the Bank's Board in making its decision. A completely changed management represented a new banking
relationship.
6. After discussion with Mr. L. Sharp on 11th April, 1975, it now appears that the Bank will not be
able to make a decision before 1st May, 1975 as this is this earliest meeting by which time the application
can be prepared and processed ready for submission to the Bank Board.
Notes prepared by N. A. Broome.
40
Memorandum for discussion April 8, 1975:
NOSKE INDUSTRIES LIMITED WITH THE NATIONAL BANK OF AUSTRALASIA LIMITED.
This information is provided in support of the Company's application for additional financial
assistance as outlined below :
l. Budgeted Cash Flow 1975-1979 March 27, 1975.
2. Copy of Interim Statement to the Stock Exchange dated March 14, 1975.
3. Unsecured Notes : Unsecured Notes for $700,000 are due for maturity on June 15, 1975.
Discussion has taken place with Chase-N.B.A. Group Limited who agreed to underwrite an issue of
Debenture Stock to replace the maturing notes. T. & G. Guardian Corporation Limited are Trustees
for the Unsecured Note holders and had agreed to act as Trustee for Debenture holders when these funds
were sought to replace Notes. In subsequent discussions regarding terms of the Trust Deed the T. & G.
then declined to act as they did not wish to be involved with I.E.L. if the current take-over was successful.
4. Financing Requirement : $700,000 short term facility for twelve months supported by Debenture
Stock over the assets of the Company. The cash flow attached shows on a monthly basis that the short
term facility can be repaid given achievement of the stock reduction programme. T. & G. have agreed to
act as Trustee for Debenture Stock provided in support of facilities so the Bank security position will be
consolidated.
Chase-N.B.A. Group Limited would be interested to provide discounting lines for all
facilities provided.
5. Current status regarding take-over offer by LE.L. :
• LE.L. currently own 28 per cent. of the ordinary shares of the company.
• The take-over has been frozen until May 31 by the Victorian Parliamentary Take-overs
Committee who are considering the matter.
• I.E.L. has submitted correspondence to the Company outlining suggested basis for negotiation
and Chase-N.B.A. Group Limited is assisting in consideration of the proposal put forward.
41
"E"
Board of Directors, Messrs. Cahill & A. J. Hicks.
SHIRE OF CHARLTON
Asst. Secretary, J. K. GIOVANETTI
Phone Charlton 24.
Asst. Engineer, J. U. HOCKING
Municipal Offices, Charlton, 3525.
April 9th, 1975.
Mr. K. L. Cook, F.A.I.M.,
Managing Director,
Noske Industries Limited,
359 Plummer Street,
Port Melbourne, 3207.
Dear Sir,
At a meeting of Councillors, held on Tuesday, April 8th 1975, I was requested to write to you
expressing Council's concern at the proposal of a take-over bid of your Company by Industrial Equity Ltd.
It is felt by members that there is a strong possibility that the stock feed works and piggery at Charlton
would not be proceeded with should the proposed take-over bid be effected.
Should this be the case, the unemployment position in the area would be aggravated as the eleven
persons at present employed at the works would mean the reduction of some $76,000 in wages to the area,
annually.
To show the interest, Council has in the projects in Aprill974, following a request from your Company,
a Government grant together with Council funds were found amounting to $4,834 to construct a roadway
to the piggery site. This work was carried out under great difficulty due to weather conditions experienced
at the time of constmction.
Council is prepared to support your Company and if necessary give evidence to the Parliamentary
Committee, which it is felt will be for the best interests of the Charlton people.
A copy of this letter is to be sent to the Company Take-overs Committee, the local three Members
of Parliament and the Minister for Decentralization, the Hon. M. Byrne, M.L.C.
Yours faithfully,
A. J. EDWARDS,
Shire President.
4187/75.-4
42
"F"
Extract from The Australian, Friday, April 4th 1975.
COURT SEES I.E.L. CONFLICT
Industrial Equity Ltd.'s take-over offer for Noske Industries Ltd. was the reason behind I.E.L.
chairman Mr. R. Brierley seeking a seat on the Noske board, a Melbourne judge said yesterday.
Mr. Justice Dunn said in the Victorian Supreme Court that Mr. Brierley would place himself in an
impossible position if he became a Noske director.
Mr. Brierley is seeking relief from the existing directors of Noske restraining him from taking up
what he considers to be his seat on the board.
At the preliminary hearing yesterday, Mr. Justice Dunn asked : "How can he (Mr. Brierley) divorce
himself from other responsibilities and consider what is fair and right for the shareholders in the first named
defendant (Noske).
Counsel for Mr. Brierley, Mr. P. A. Liddell, said it was obvious his client found no difficulty in the
dischage of his duty. Mr. Brierley would consider the future of Noske in the same way as other directors.
Mr. Justice Dunn asked :" How much less than the market price has the plaintiff offered to
shareholders? You can't say then he is interested in their welfare."
I.E.L. owns about 25 per cent of Noske shares now, and the company has offered 65 cents a share to
other shareholders in the Melbourne stock feed and grain company. The market price of the shares is 80 cents.
43
APPENDIX " G "
INDUSTRIAL EQUITY UMITED
28th April, 1975
The Secretary,
Company Take-overs Committee,
Parliament House,
Melbourne, Vie. 3000
Dear Sir,
In response to your letter of lOth April we now enclose the submission requested by you.
Yours faithfully,
INDUSTRIAL EQUITY LIMITED.
W. M. Loewenthal,
General lvfanager.
Encl.
smd.
151 Macquarie Street, Sydney, N.S.W. 2000, Telephone 241 1361
SUBMISSION RE NOSKE INDUSTRIES LTD.
1. Industrial Equity Ltd. (I.E.L.) currently employs approximately 800 persons of whom nearly 300
are in Victoria through the operation of the following subsidiaries-
Colmax Electric Pty. Ltd. . . A major contractor to the S.E.C. 128 employees.
Nathan Blight Pty. Ltd. and Wholesale warehouse in South Melbourne and retail stores
National Wholesalers Pty.
in suburban areas. 95 employees.
Ltd.
Rustproofers (Melbourne) Pty. Factory at Coburg. 25 employees.
Ltd.
Distributor of " Lansing Bagnall '' trucks and equipment.
Conquip Ltd.
Victorian branch at Cheltenham.
28 employees.
As far as I am aware, the terms of employment of these companies are entirely consistent with (a)
those prevailing prior to I.E.L. acquisition and (b) other companies in the same industries.
2. I.E.L. is also a large shareholder in, and I am a Director
Brooklands (Holdings) Ltd.
Southern Farmers
erative Ltd.
Co-op-
of~
Large distributor of motor vehicle parts.
800 employees of
whom 400 are in Victoria.
Dairy products, woolbrokers, retailer etc. I ,000 employees of
whom an estimated 200 are in the Western Districts of
Victoria.
Southern Farmers has branches at Horsham and Nhill where Noske is also located.
Southern Farmers' dairy factory at Murray Bridge, S.A. was recently destroyed by a disastrous fire
which caused damage estimated at $5 million. Immediate steps have been taken to rebuild this factory
at a capital cost which will probably exceed the insurance recoveries.
In purely financial terms this will
be of much greater benefit to employees, suppliers (including Noske), customers and the economy of South
Australia than it is to Southern Farmers' shareholders. Noske has a flour and stock feed mill at Murrav
•
Bridge and Southern Farmers is its main distributor in South Australia.
Conditions of employment with Brooklands and Southern Farmers are identical to those of other
companies in the same industries and at Horsham, Nhill and Murray Bridge are fully competitive in those
towns with Noske Industries Ltd.
3. I.E.L. is a member of the Brierley Investments Group which, in New Zealand employs a further
2,000 persons (including companies acquired since last balance date) in a wide variety of industries. In many
subsidiaries the terms and conditions of employment are virtually outside the control of the parent company
as a result of industrial agreements and awards. It is nevertheless group policy to provide incentives and
encouragement wherever possible to employees and this has proved mutually rewarding in so far as there
exists in our group a closer relationship between management and staff than is usually the case. A typical
example is our recent success in obtaining the support of the New Zealand Government to enable the
" Kanieri " gold dredge to continue in operation and thus preserve the employment of approximately 40
highly skilled workers. (News cutting attached).
4. lt will be apparent therefore that I.E.L. and its associated companies are major employers of
labour in Australia and New Zealand. In the event of the acquisition of control of Noske Industries Ltd.
there is no doubt that the employees of Noske will not be disadvantaged in any shape or form and in many
cases there will in fact be greater opportunities for them to develop the scope of their talents and interests.
44
5. I.E.L. now holds 30 per cent of the capital of Noske and it is believed that it has the support of the
holders of a further 6 per cent who, however, are not prepared to sell their shares at present at 65 cents.
Under normal conditions this must be very close to effective control of the company. The take-over offer of
65 cents per share closes on 15th May although it may be extended till 30th June. In terms of an undertaking
given to the Stock Exchange of Melbourne, I.E.L. is committed to increasing this offer to 80 cents per share
upon the expiry of the Order in Council dated 12th March, 1975 (provided the 65 cents offer has not
earlier closed or been withdrawn).
It is not clear whether the Board of Directors of Noske would support an offer of 80 cents but at the
least it may provide the basis of some form of compromise. It is in any event the intention ofl.E.L. to cooperate with the company and with the Stock Exchange in providing an opportunity for all shareholders to
receive and consider an offer of 80 cents for their shares although the period of such otier will necessarily
be rather limited. It is therefore proposed to accept any earlier intimation from the Government that
the Order in Council will or will not be extended beyond 31st May, 1975 as the point at which the commitment of the higher offer will commence to apply or not as the case may be.
6. We will be pleased to supply any further information which the Committee may require.
7. Attachments-!. I.E. L. 1974 Annual Report.
2. Brierley Investments Ltd. 1974 Annual Report.
3. Copy of press clipping.
R. A. BRIERLEY,
27th April, 1975.
Extract from N.Z. National Business Review-19th February, 1975.
MINING
AMOJL PuLLS OFF KANIERI
CouP
Brierley Investments Ltd. has never been slow to display its financial finesse. Now it can add another
feather to its cap over its handling of the Government on Amoil's case for assistance to its Kanieri gold
dredge on the West Coast.
After months of indecision, previously reported in NBR, the Government finally rejected Amoil's
proposals. Then, in a sudden about-face, the Government decided to reconsider the dredge's future.
The Government's minerals and mining policy has never been clear at the best of times, and the Brierley
directors were skilful in exploiting a weak point in Labour administration.
Though Am oil has won a major concession from the Government, it has in return had to agree to alter
the terms of its application.
Treasury sources told National Business Review that it was largely at the instigation of Trade and
Industry Minister Warren Freer that the dredge proposals were torpedoed.
The West Coast, of course, is a sore point with Freer as he has had to carry the can for the Matai
disaster. The joint statement by Freer and Finance minister Bob Tizard turning down Amoil's application
claimed Amoil had made large profits by allowing the dredge's condition to run down.
Amoil, the ministers said, was squeezing as much as it could out of the dredge while neglecting maintenance and upkeep.
Amoil's campaign then reached a turning point. After grandstanding its dismissal of the 38 dredge
workers, it gained support from the West Coast Regional Development Council, the West Coast Labour
Movement, including M.P. Paddy Blanchfteld, and, apparently, Treasury itself.
Together they applied enough pressure to twist the Government's arm.
Tizard, by then acting Prime }Jinister, said the Government would reconsider Amoil's case and Ray
Beadle, the dredgeworker's union secretary, went to Wellington to further the unionists' lobbying.
Beadle is Secretary of several Coast unions and is a powerful force in the Labour-strong area.
The sole announcement by Tizard suggests Freer will take a back seat in future discussions.
Meanwhile, Amoil now rates its chances as " 50-50", according to managing director John Lawrey,
who adds that the company has been impressed with Tizard's approach to the issue.
Amoil says the alteration to the application changes the financial assistance to a contingently repayable
grant-something the company wasn't against in the first place.
The company wants loans of $530,000--$350,000 on commercial terms-to move the dredge down the
Taramakau River to work another claim while waiting for a licence to mine in the Grey River.
Am oil is also holding out for increase in the base price of gold.
By Authority: C. H. RtxoN, Government Printer, Melbourne.