Ecoya Ltd: Trilogy Purchase Dumps on small shareholders

I seem to have developed an even more keen sense of moral outrage than I usually do and have expressed it over the last few months but there is just so much dodgy stuff out there when it comes to business, financial markets and investing in general.

The rushed purchase last week and subsequent capital raising of Trilogy Skincare by Ecoya Ltd [ECO.NZX] raises some questions about shareholder rights and the responsibility of the NZX as the regulator of the New Zealand stockmarket to protect those shareholder rights.

In a statement to the market yesterday Ecoya management gave the reasons why they "had to act swiftly" and applied and received a wavier from the NZX to make the purchase of Trilogy without obtaining shareholder approval:

"The Proposed Acquisition needs to be executed swiftly as ECO is part of a competitive bid process. If ECO is required to obtain a shareholder vote in respect of the Proposed Acquisition, there is very real likelihood that this would compromise ECO’s position in the competitive bid process, by making ECO’s proposed deal a less competitive option for the vendor."

All well and good but smaller shareholders in ECO didn't have the opportunity to say yey or nay to the deal and the NZX, once again, allowed ECO management and big shareholders in ECO to have rights above the small investor.

Ecoya management say the deal will be good for the company and provide a good platform for growth where Trilogy has markets and Ecoya doesn't but shouldn't it be put to a vote so the owners of this business can have their say?

I think so!

Why bother being a shareholder in a company if you don't feel you have some sort of ownership in the company, albeit a small one.

That is part of the rights of being a shareholder and half of the fun of owning a share in a public company.

If Ecoya management want to run the business in this way why the hell did they go public at all. Complete control of this public company would have been more appropriate if they didn't list.

I asked CEO Geoff Ross in a Share Investor Q & A in July 2010 why he listed such a small company instead of raising private capital and he gave the following reasons:

"We chose to list on the NZX because even though a small raise, it provided a good structure for our capital requirements – a fair valuation and the warrants to raise further capital as our business grows. Being a listed company also gives a credibility when operating in international markets. You are taken with a degree of seriousness when dealing with large clients such as department stores and also your key suppliers".

All credible reasons but how about looking after the shareholder by adhering to NZX shareholder rights?


Ecoya Ltd @ Share Investor

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Ecoya.co.nz

Discuss ECO @ Share Investor Forum


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