Shareholder fights Locker takeover plan

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The Independent Online
PETER RODGERS

Business Editor

Plans by the quoted engineering company Thomas Locker to buy Pentre (Holdings) yesterday ran into fierce opposition from Locker's largest single shareholder.

John Carr, a private investor who bought 22.6 per cent of Locker last May, wrote to the rest of the shareholders over the weekend urging them to vote against the board's plans for a takeover that he said would cost pounds 10m, including the price for redeeming Pentre preference shares.

Thomas Locker is a long-established family-dominated company based in Warrington which makes air filters and mechanical handling equipment such as conveyors.

Mr Carr said he bought his stake from a disgruntled family member. The rest of the family still owns a total of 37 per cent of the company.

Mr Carr said he bought his stake with the intention of encouraging quiet change at Thomas Locker.

In July he asked for a seat on the board but the directors "procrastinated". In November they asked for a meeting but in December they said they were not interested in talking, Mr Carr said. "They are a very old established company. They were panicked into thinking I was aggressive but I am not. If it had been a sensible transaction I would have been the first to support it," he said.

He believed that it was wrong for Locker to double its size by acquisition and turn itself into something out of character. It would be better for the company to inject strong management and focus on the existing business, he said.

Mr Carr said he wanted to become directly involved and added that the role he had always played in companies in which he had been involved was chief executive.

The acquisition was in fact a reverse takeover, Mr Carr claimed. In a circular to shareholders he claimed Thomas Locker was valued at 58.6 per cent of net asset value while Pentre was valued at 225 per cent, giving "an extraordinary sum of pounds 4.3m of goodwill for Pentre .... Thomas Locker is significantly overpaying for Pentre."

Shares in Thomas Locker were suspended because of the takeover announcement at 30p, valuing the company on the stock market at pounds 9m, compared with shareholders' funds of pounds 15m.

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