Panel probes kiwifruit firm’s voting changes
It is controlled by an entity linked to a founder of Jarden
The Takeovers Panel is looking into changes of voting rights in a low-profile kiwifruit company now controlled by an entity linked to Bryan Johnson, one of the founders of investment firm Jarden.
On Friday the Crown Entity said it would conduct a meeting called under section 32 of the Takeovers Code “to inquire into certain increases of voting control in Global Horticulture Limited that occurred in or around March 2014 and October 2016”.
A section 32 meeting is called by the Takeovers Panel “if it considers that a person may not have acted or may not be acting or may intend not to act in compliance with the Takeovers Code”.
The state of Global Horticulture’s operations today are unclear, although it was formed as a means of capitalising on the opportunity to professionalise the Chinese kiwifruit industry. It managed to attract investment from a number of figures in the Wellington investment community and reportedly raised millions of dollars.
Global Horticulture was founded in 2004 by Patrick Watene, a former employee of Zespri. A year later Craig Johnson, Bryan Johnson’s son, became a director of the company. He remains a director and a company he controls is its second largest shareholder.
Jarden Custodians, a company jointly owned by Bryan Johnson, has been majority owner of Global Horticulture since 2016. Bryan Johnson was one of the leading figures in New Zealand stockbroking in the 1980s and is listed as founder president on the Jarden website.
In both 2011 and 2012 Global Horticulture was named in the Deloitte Fast50 as the fastest growing primary industries business in the competition.
By 2012, Craig Johnson told the Herald the company planned to have 700ha of its own kiwifruit orchards and about 4000ha by contract growers planted within four years. The company had raised around $60 million, he said. “It’s been a difficult process because New Zealand funds and institutions and banks have been not interested at all really and so it’s only been just private capital from friends and family,” Craig Johnson was quoted at the time.
Global Horticulture’s shareholders include a company controlled by Lib Petagna, one of the earliest employees of asset manager Morrison & Co, the manager of Infratil, as well as Trustpower chairman Paul RidleySmith and John Fiso, the chief executive of the New Zealand Institute of Sport.
A number of other shareholders are current or former bankers. It was chaired for a time by Stuart Nattrass, a former director of Fonterra. In 2011 Nattrass told the Sunday Star Times that it was possible the company would float the following year in Hong Kong or on the New York-based Nasdaq exchange. Nattrass resigned in early 2012.
Simon Tyler, a director of Global Horticulture and its fifth largest shareholder, is the chief executive of the Government Superannuation Fund Authority, which manages billions of dollars on behalf of the government for public servants with final salary pension schemes. Its other director is Regan Wood, an entrepreneur who is the chief executive of the Auckland Tuatara baseball team.
Although the panel is not commenting on the details of the investigation, in March 2014 a number of shareholders were removed from the register, taking the number of shareholders to below 50, the threshold at which a company becomes a “code company”, subject to Takeovers Code rules.
In October 2016, Companies Office records show the company issued around 1.6 million new shares — a close to seven-fold increase in the number of shares issued.
More than 1.5 million of the shares were issued to Jarden Custodians, an entity controlled by Bryan Johnson and Auckland financial adviser Alan Lee.
This increased Jarden Custodians’ stake in Global Horticulture from around 40 per cent to 87 per cent.
Both Bryan Johnson and Tyler declined to comment to the Herald when contacted on Sunday.