FMA rejects SFF complaints

The shareholders want to vote afresh on the company's decision to enter a 50-50 joint venture with Chinese company Shanghai Maling.

This follows the Financial Markets Authority (FMA) ruling out any wrongdoing by SFF in material given to shareholders prior to the 82% vote in favour of the Shanghai Maling deal last year.

In late May, the FMA announced it had completed considering complaints made to it about aspects of SFF's transaction with Shanghai Maling Aquarius Ltd and the notice of meeting and shareholder information provided to SFF shareholders ahead of the special meeting held on October 16, 2015.

"The FMA engaged with the directors and senior management of SFF to verify whether relevant information in the [notice of meeting and shareholder] information pack could be substantiated. Weare satisfied that we have been provided with sufficient evidence to substantiate the relevant information. We do not have any reason to believe the [notice of meeting and shareholder] information pack was misleading or deceptive."

SFF says it is pleased the company's position had been vindicated; it never accepted the allegation and regards it as "now put to rest".

"The board again calls on the requisitioning shareholders to withdraw their call for a special meeting and the board reiterates its support for the Shanghai Maling transaction as being in the best interests of the company and its shareholders."

As revealed in the May 24 issue of Rural News, a grouping of political, industry and business interests are seeking to overturn the Shanghai Maling deal. This group includes the so-called co-leaders of the 80 shareholder group, namely the ex-pat British merchant banker John Shrimpton, a Canterbury farmer Blair Gallagher (former and current member of the failed meat sector lobby Meat Industry Excellence), and NZ First leader Winston Peters.

In fact it was Peters – who is neither a SFF shareholder nor a farmer – who lodged the complaints with the FMA and the Companies Office registries integrity and enforcement team relating to the proposed joint venture between SFF and Shanghai Maling.

Peters, unsurprisingly, dismissed the FMA ruling as "not being worth the paper it is written on". He then bombastically threatened the future of the body.

"New Zealand First does not intend to let highly paid public officers get away with less than competent performance of their statutory duties. They should be warned."

However, despite Rural News asking questions of both Peters and NZ First in May about its involvement with MIE, Shrimpton and SFF, the party and its leader have not fronted, steadfastly refusing to answer any of these questions.

Despite Peters' supposed concerns and criticism of the deal – and of SFF's board and management – neither he nor any NZ First representative has ever met with the company to outline his party's apparent concerns.

Meeting set for July 11

Meanwhile a date for the special meeting has now been set for Monday, July 11, but there is already disagreement between SFF and meeting requisitioners over what will actually be voted on.

In a statement announcing the meeting date SFF said:

"The board has received a statement from two of the 80 requisitioners (John Shrimpton and Blair Gallagher) and notes that the original 80 requisitioners sought a meeting of shareholders to consider: "That the shareholders of Silver Fern Farms Limited (the company) hereby approve the proposed partnership of the company with Shanghai Maling and the restructure described in the notice of meeting and shareholder information pack dated September 28, 2015 by way of this special resolution of shareholders".

It says rather than seeking "approval" of the transaction – which the SFF believes has already been properly approved – Shrimpton and Gallagher are now seeking to "stop" the transaction.

SFF claims "the conclusions from the FMA on May 25 directly address a number of the key allegations made by the two requisitioners in seeking support for the requisition – in particular in respect of the information (including the financial information) provided to shareholders by the board ahead of the October 2015 special meeting... and it regards it as now put to rest."

The meeting will be held at Silver Fern Farms' offices in Dunedin. The company says the notice of meeting (and a voting pack for eligible shareholders) will be mailed to shareholders at least 10 business days prior to the meeting date. It adds that the voting pack will include the process for internet, postal and facsimile voting prior to the special meeting and for voting by proxy/corporate representative or in person at the special meeting.

Meanwhile SFF says it is not, and will not, be bound by the result of the resolution at the special meeting and proceed with the Shanghai Maling deal as it is "contractually bound" to do.

"The transaction with Shanghai Maling remains in the best interests of the co-operative and its shareholders," it adds. "Further, the board intends the co-operative to complete the Shanghai Maling transaction in accordance with the shareholder approval already given in October 2015, irrespective of the outcome of this resolution."