Wholly owned subsidiary Perpetual Trust buying PGC shares

We’ve noticed some interesting filings on Pyne Gould’ public register at the Companies Office.
On 7 Feb 2012 the following three filings were made.

1.  Perpetual Trust Limited (100% owned by Pyne Gould) was added as a new shareholder and holds 1,786,989 (0.8%) whilst Levered Equity Finance was removed. 
2.  George Kerr, in his personal capacity, is added as a new shareholder holding 2,125,445 (1%). 
3.  Gould Holdings Limited, with directors George Gould and Kevin Arscott, is removed as shareholder. 

We are asking the obvious questions.........................  

John Duncan

Bryan Mogridge

Patrick Middleton

George Kerr

Bruce Irvine

Perpetual Trust Limited of which the directors are Messrs John Duncan, Patrick Middleton (CEO) and Bryan Mogridge and which is 100% owned by Pyne Gould Limited, is now buying shares in its parent company, which is under a takeover offer. This offer comes from one of the parent company’s directors, Mr George Kerr, and follows on the back of the advice of Mr Bryan Mogridge, who is a director of Perpetual Trust and critically an independent director of Pyne Gould. On 20 Jan when PGC was trading at 35 cents, Mr Mogridge advised shareholders to consider selling shares so they can buy it back later. Unless Mr Mogridge is now acting unilaterally he would have consulted management and the PGC board before putting out the statement. The PGC board consisted at the time of Messrs John Duncan, George Kerr (who should not have participated in the decision), Mr Bruce Irvine and Mr Bryan Mogridge. Now we are presented with a filing, just over two weeks later and with the share trading higher at 36 cents, which shows that Perpetual Trust is doing the exact opposite.

It is possible that an individual with an independent portfolio at Perpetual Trust directed the purchase, but we are highly skeptical. 

George Gould

Lastly, it is in our view a sad historical note to see Gould Holdings selling its shares in Pyne Gould and thereby effectively ending the Gould's connection going back to the 1800's Some say the last sense of class is now gone, but we do not know George Gould well enough to support that statement and of course that does not mean it is not true. However, we do think it is a regrettable moment.  

Then of course there are those that feel we should not let sentiment stand in the way of the new corporate reality. Let nameless international hedge funds come and team up with our own directors and shareholders that prefer to avoid the public eye and make these stodgy old companies more efficient. 

This is corporate governance being defined and played out right infront of our eyes. Is this our way? The New Zealand way?

Cheerio!

jA

Anderson Cooper once said, I think it's a good thing that there are bloggers out there watching very closely and holding people accountable. Everyone in the news should be able to hold up to that kind of scrutiny. I'm for as much transparency in the newsgathering process as possible.