Pyne Gould Corporation has belatedly sought and been granted temporary waivers from two NZX listing rules to operate short of an independent director until one month after the completion of a takeover with a March 30 deadline.

PGC boosted its non-independent directors by two to four a week ago but left the company with only one independent to protect the interests of minority shareholders while it is in the midst of a takeover by director George Kerr.

It had not sought a waiver from the relevant listing rule but was prompted by the NZX to do so.

PGC is in breach of the listing rules that requires at least two independents on a board and a majority of independents on its audit committee.

Kerr has secured acceptances of 66 per cent of the PGC shares but controls 80 per cent of the board with the two new appointments.

Kerr is making a low 37 cents a share offer through a fund, Australasian Equity Partners (AEP), in which his interests are 80 per cent. Small partner Baker Street Capital, a Californian hedge fund, has 20 per cent.

The NZX has granted the waivers until April 30 on the condition that the one independent director and chairman of PGC, Bryan Mogridge, certified the absence of an independent director will not prejudice shareholders of PGC, which will also have to record the absence of an independent director in its annual report.

NZX said the waivers were consistent with the three months granted in other waivers – Dorchester Pacific, Skellerup Holdings, New Image Group and Widespread Portfolios.

In support of its application, PGC said independent director Bruce Irvine resigned a month earlier than expected, while the takeover offer was also extended until March 30, and finding an independent was difficult while the takeover had not been completed.

There was a possibility the offer might gain the 90 per cent acceptance needed to acquire the rest of the shares compulsorily and delist, in which case another independent would not be required, PGC said.