1974-75
VICTORIA
REPORT
from the
COMPANY TAKE-OVERS COMMITTEE
relating to
V.I.A. LIMITED
and
INDUSTRIAL EQUITY LIMITED
with
APPENDICES
Ordered by the Legislative Assembly, to be printed, 8th May, 1975.
By Authority:
C. H. RIXON, GOVERNMENT PRINTER, MELBOURNE.
D. No. 17-4186/75.-PRICE 15 cents.
EXTRACTED FROM THE MINUTES OF THE PROCEEDINGS OF THE
LEGISLATIVE COUNCIL.
TUESDAY, lOTH SEPTEMBER, 1974.
6. COMPANY TAKE-OVERS COMMITTEE.-The Honorable 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. Mcinnes, 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 provisions of the
Parliamentary Committees Act 1968, has the honor to report as follows :1. By letter dated 19th February, 1975 (Appendix" A"), the Honorable the Attorney-General
referred to the Committee for consideration and report the " substantial question " as to whether or
not there is a proposal involving a take-over within the meaning of Section 44s of the Act in respect
of V.I.A. Ltd. and certain actions by Industrial Equity Ltd.
2. V.I.A. Ltd. was incorporated in Victoria in 1935. Some details of its activities, subsidiary
companies and results are appended (Appendix " B ").
3. Industrial Equity Ltd. was incorporated in Victoria on 11th November, 1964.
A diagrammatic presentation of its corporate structure is appended (Appendix " C ").
4. Early in the Committee's examination of this matter, doubts were raised as to whether the
facts revealed a situation coming within the functions of the Committee as stated in Section 44B of
the Parliamentary Committees Act 1968. The section reads :" The functions of the committee shall be to consider and report to Parliament upon
any proposal involving a take-over for shares in a company incorporated in Victoria to which
Part VI B. of the Companies Act 1961 applies that is referred to the committee for report
by the Attorney-General. "
5. Between 1971 and 1974 Industrial Equity Ltd. increased its holding in V.I.A. Ltd. shares
from 121,557 (or 9·8 per cent) on 27th May, 1971, to 1,347,000 (or 23·6 per cent) on 19th December,
1974.
On 22nd April, 1974, Industrial Equity Ltd. made a formal take-over offer of $1 for each of the
945,193 ordinary shares in V.I.A. Ltd., which it did not then hold. The offer lapsed due to insufficient
acceptances.
Industrial Equity Ltd., as a substantial shareholder, requisitioned an extraordinary general
meeting ofV.I.A. Ltd., for 24th February, 1975, at which it submitted resolutions designed to remove
two V.I.A. Ltd., directors and elect four representative of Industrial Equity Ltd., to the Board. Its
resolutions were not agreed to.
6. A decision as to whether the situation comes within the Committee's functions turns upon
the meaning of the phrase " a take-over for shares " in Section 44B. The Committee received conflicting
advice on that question.
The choice lies between whether the phrase is intended to relate to a take-over within the
meaning of the Companies Act 1961 or whether it refers to a take-over in the general dictionary
sense, c.f. Concise Oxford Dictionary, 3rd ed. at p. 1248 (" succeed to management or ownership of").
If the former, it is clear that no formal take-over offer within the meaning of the Companies
Act 1961 is current (although such an offer has been made and lapsed) and that the situation would
not therefore fall within the Committee's functions.
If the latter, then the actions of Industrial Equity Ltd., it was argued, could be construed to be
a pattern consituting at least an implied attempt to take over V.I.A. Ltd., and, in this way, come within
the Committee's functions.
The Committee has come to the view that Parliament did not intend the V.I.A. Ltd. /Industrial
Equity Ltd. situation to be covered by the Parliamentary Committees Act 1968, and accordingly
reports that it must answer the" substantial question" referred to in the Attorney-General's request
that, in its opinion, no take-over is current within the meaning of the Act, and the Committee is
therefore unable to pursue an investigation.
Committee Room,
7th May, 1975.
4
APPEND IX " A ".
221 QUEEN STREET
MELBOURNE, VIC. 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 :
V.l.A. Limited and Industrial Equity Limited.
I have received from the Managing Director of V.l.A. Limited a letter dated 21st January, 1975, complaining about attempted take-overs of that company by Industrial Equity Limited. I enclose a copy of
the letter.
V.I.A. Limited was incorporated in Victoria on 16th October, 1935 under the name Roberts Airways
Limited. Tb.at name was changed on 13th July, 1936 to Victorian and Interstate Airways Limited, which was
changed to the present name, V.I.A. Limited, on 31st January, 1950.
The directors of V.I.A. Limited are Messrs. R. A. Eggleston, J. E. Barton, R. M. Boyley, L. M.
Penn-Tonkin and J. G. Moffatt (who is also a director of Industrial Equity Limited).
Industrial Equity Limited was incorporated in Victoria on 11th November, 1964. Its directors are
Messrs. R. A. Brierley, D. R. Wylie, D. W. Sutherland, J. G. Moffatt and T. J. Beyer.
I enclose copies of the documents lodged in the Corporate Affairs Office under Part VI B of the
Companies Act 1961 in respect of an offer in April, 1974 by Industrial Equity Limited for all the ordinary
shares in V.I.A. Limited not owned by Industrial Equity Limited. The offer lapsed because there was not
a sufficient number of acceptances from shareholders.
I think that the submission made by V.I.A. Limited raises a substantial question whether or not there
is a" proposal involving a take-over " within the meaning of section 44B of the Parliamentary Committees Act
1968. I therefore refer the matter to the Company Take-overs Committee for consideration and report.
Yours sincerely,
V. F. WILCOX,
Attorney-General.
5
APPENDIX "B ".
V.I.A. has been a public company since 1935; its shares are listed on The Stock Exchange of Melbourne
Limited.
In its early days operations were closely linked with the aircraft industry, and during World War 2
some 500 employees were engaged in the manufacturing of aircraft components and ancillary items associated
with the war effort.
After the war, on Government advice, the company entered the field of the building industry and is
now engaged in the production of timber and the manufacture of partitioning, steel and timber products
mainly allied to housing, commercial buildings and school constructions.
The V.I.A. group comprises :
I. V.l.A. Limited operating on freehold property at Airport West, with a branch in A.C.T., and
comprises :
(a) Partitions Division which manufactures and installs demountable office partitions, architectural and general joinery and fitments, doors-aluminium and glass, land!.cape office
screens, timber steel and plaster wall panelling Computer and special floors. Applicator
franchise holder for solar control anti-glare film.
(b) Steel Division which manufactures and installs steel buildings and implement sheds. It also
manufactures steel portal frames, junior beams, purlins and girts, steel house framing,
open web trusses, cold formed steel sections, Curtisa folding doors and general sheet metal
products.
(c) Timber Division operates a timber yard reselling board timber, kiln drying services and
manufacturers and erectors of timber roof trusses.
2. Subsidiary Companies.
B.H.B. Timber Pty. Ltd.
l
Newlands Lumber Co. Pty. Ltd.J
Wholly owned sawmills operating at Heyfield, Victoria. Jointly they have a Forests Commission
allocation of 6,000,000 s.ft. of logs and are one of the principal suppliers of alpine ash timber
used extensively in home, commercial and Government buildings in the form of mouldings,
flooring, joinery and furniture manufacture.
Besides producing board timber, the latter company kiln dries and machines timber and is classified as a decentralised industry by the Victorian Government.
The Mills also produce scantling for house framing.
3. Traralgon Joinery & Trading Pty. Ltd. A wholly owned subsidiary classified as a decentralised
industry operating in Traralgon.
It is a reseller of builders' supplies and manufactures joinery, fitments and furniture for school and
hospital projects and private construction.
Other statistical information is as follows :
The group has paid up capital of ..
Shareholders' funds as at 30/9/74 of
Group annual net sales
Net profit for year 1974
1973
1972
1971
1970
Employees
Length of service of employees :10 years and over
Between 5 and 10 years
Under 5 years
Salaries and wages paid
Ordinary shareholders
Ordinary dividend paid year 1974
Assessment of share of markets :
Partitions DivisionVictoria
A.C.T.
Solar Control FilmVictoria
A.C.T.
Timber Trusses Victoria
Sawn timber, kiln drying, machining etc. Victoria
Joinery and building supplies-Traralgon
Miscellaneous steel etc.-Victoria
$
Loss
773,850
1,898,200
4,500,000
212,017
203,417
82,009
3,488
81,820
218
60
51
107
1,282,000
470
16 per cent
Annual
Turnover
$
1,400,000
300,000
55,000
20,000
350,000
1,625,000
350,000
400,000
Estimated
per cent. share
of market
%
12!
10
20
33!
25
15
30
(Very small)
6
APPENDIX "C"
INDUSTRIAL EQUITY LIMITED: G-ROUP STRUCTURE
INDUSTRIAL EQUITY LTD.
I
I
THE NEW REDHEAD
ESTATE & COAL CO. LTD.
MINERVA CENTRE
I.TD.
CONQUIP LTO.
BRIERLEY -JONES
(AUST.) PTY. I.TD.
68<J'o
82<J'o
1OO<ro
·1 OO<ro
CROOKS NATIONAL
HOLDINGS LTO.
COLMAX ELECTRIC
PTY. LTD.
SHIPPING
1 - - - - NEWSPAPERS L
TO
BO<ro
BEST & GEE
1 - - HOLDINGS LTO.
55<J'o
ISAS {N.S.W.)
...___ _ LTD.
38<J'o
COUNTRY PROD.
SELLING CO. LTO. -
21 <J'o
1OO<ro
93<J'o
I
NATHAN BLIGHT
PTY. LID.
PINE GROVE
MEMORIAL PARK LTD.-
·1 OO<ro
1OO<ro
SWANS LTD.
PORTFOLIO
SERVICES PTY. LTD .
1OO<ro
CONSORTIUM PROP.
& INVESTMENT PTY. IJD.
24<ro
By Authority: C. H.
BRIERLEY -JONES
- PROPERTIES PTY. LTD.
50<J'o
COSSEY INVEST.
& FINANCE CO. LTO.
1OO<ro
WDO[ILEY WINES
f - - - PTY. LTD.
1OO<ro
1OO<ro
INDUSTRIAL EQUITY
& INVESTMENT PTY. LTD.
WETHER ILL
PROPERTIES PTY. LTD.
1OO<ro
Government Printer, Melbourne.
1OO<ro