A JUDGE has paved the way for leading livestock auctioneers Lawrie and
Symington to buy more than a million shares from the Baroness Elliot of
Harwood Trust.
Lord Caplan ruled that a continued ban on the purchase, particularly
when the company is the subject of a takeover bid, would be
''unfortunate and damaging''.
He decided to lift an interim interdict granted last month to Mr
Lindsay Rutherford, of Wedgewood Way, Pingreen, Stevenage,
Hertfordshire, a former director of the firm.
The Judge's ruling at the Court of Session marks the latest chapter in
what has been a turbulent year for the Lanark-based company.
Outlining the background to the case, Lord Caplan said that the called
up share capital of Lawrie and Symington was #860,000, comprising 3.4
million ordinary shares nominally valued at 25p each.
Many of the 728 shareholders were Borders farmers and Mr Rutherford
himself held 6888 shares.
The late Baroness Elliot of Harwood had owned 1.146 million shares
which were now registered in the name of her trustees.
Until April 1993 control of the company rested in a group coalescing
around the Elliot shareholding and Mr Rutherford was a director.
About that time there was a ''boardroom revolution'' in which four
directors were voted out of office and three others, including Mr
Rutherford, retired or resigned.
Lord Caplan said that early this year the company agreed with the
Elliot Trust to buy the trust's 1.146 million shares at 64p a share -- a
total purchase price of #769,000.
The proposal was put to an extraordinary general meeting and was
accepted by 97% of those present.
Mr Rutherford voted against, and last month went to the Court of
Session to block the sale on the basis that it was unfairly prejudicial
to his interests as a minority shareholder.
He claimed that the purchase price was greatly in excess of the market
value of the shares. He also said that if the purchase was funded by
further bank borrowings the interest payable would exceed the company's
annual profits.
On July 8, after a hearing at which Lawrie and Symington was not
represented, Lord Johnston granted an order banning the purchase of the
Elliot shares.
Other shareholders went to court to ask for the ban to be lifted and,
in a written judgment, Lord Caplan said there had been a significant
recent development
On June 24 an Edinburgh-based investment trust -- Caledonian Trust plc
-- had written to Lawrie and Symington shareholders indicating that it
intended to make an offer for their shares. One option was a cash price
of 72.5p per share.
Lord Caplan added: ''For reasons which were never satisfactorily
explained to me, the existence of the Caledonian Trust offer was not put
to the Vacation Judge at the time he granted the interim interdict.''
The Judge said that he did not think that Mr Rutherford's case could
be described as a strong one and in some respects was ''very doubtful''.
He concluded: ''In my view the maintenance of the present interdict
could be extremely damaging to Lawrie and Symington.
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