Who we are
What's new
Takeovers Code
Takeovers Act 1993
Panel Decisions
Exemptions
Publications
Articles & Addresses
Sitemap
Home

Search.

Disclaimer
 Takeovers Panel
In this section

TAKEOVERS CODE APPROVAL AMENDMENT REGULATIONS 2007

Takeovers Code Approval Amendment Regulations 2007

Anand Satyanand, Governor-General

Order in Council

At Wellington this 21st day of May 2007

Present:

His Excellency the Governor-General in Council

Pursuant to section 19(1) of the Takeovers Act 1993, His Excellency the Governor-General, acting on the advice and with the consent of the Executive Council and on the recommendation of the Minister formulated and made in accordance with Part 2 of the Takeovers Act 1993, makes the following regulations.

Contents

1
Title

2
Commencement

3
Takeovers Code amended

4
Rule 3: Interpretation

5
Rule 7: Exceptions to fundamental rule

6
Rule 10: When offeror does not hold or control more than 50% of voting rights

7
Rule 15: Notice of meeting: acquisition of voting securities

8
Rule 16: Notice of meeting: allotment of voting securities

9
New rule 19A inserted

Documents for Panel

 
19A
Documents for Panel in respect of shareholder meetings

10
Rule 22: Independent adviser's report on fairness between classes

11
Rule 24: Offer period

12
New rules 24A and 24B inserted

24A
Extension of offer period

24B
Extension of offer period in case of full offer conditional at outset as to level of acceptances

13
Rule 25: Conditions

14
Rule 27: Permissible variations

15
Rule 28: Variation notice

16
Rule 29: Timing of variation

17
Rule 30: Further reports required for certain variations

18
New rules 31 and 32 substituted

31
Variation of consideration and consideration alternatives

32
Procedure on variation of consideration and consideration alternatives

19
New rule 36 substituted

36
Acquisitions

20
Rule 41: Takeover notice

21
New rule 41A inserted

41A
Offeror's notification obligations when takeover notice sent

22
New rules 42 to 42B substituted

42
Target company's notification obligations when takeover notice received

42A
Target company must give offeror class notice

42B
Target company must send offeror copy of securities register

23
New rules 43 to 43B substituted

43
Who are offerees

43A
Record date

43B
When offer must be sent

24
Rule 44: Offer document

25
New rule 47 substituted

47
Documents that must be sent to Panel or that Panel may require

26
New rule 49A inserted

49A
Offeror must notify Panel, etc, of increases in acceptances of offer

27
New rule 54 substituted

54
Acquisition notice

28
Rule 55: Contents of acquisition notice

29
Rule 56: Dominant owner through acceptances of offer

30
New rule 56A inserted

56A
Alternative consideration options

31
Rule 57: Determination of consideration in other cases

32
Rule 60: Payment of consideration to outstanding security holder

33
Rule 61: Delivery of consideration to code company

34
New heading to Schedule 1 substituted

35
New clause 4 of Schedule 1 substituted

4
Advice statement

36
Clause 6 of Schedule 1 amended

37
New clause 7 of Schedule 1 substituted

7
Trading in target company equity securities

38
Clause 13 of Schedule 1 revoked

39
New clause 17 of Schedule 1 substituted

17
Classes of securities

40
Clause 18 of Schedule 1 revoked

41
Clause 19 of Schedule 1 amended

42
New heading to Schedule 2 substituted

43
Clause 5(1)(b) of Schedule 2 amended

44
New clause 6 of Schedule 2 substituted

6
Trading in target company equity securities

45
New clauses 13 and 13A of Schedule 2 substituted

13
Interests of directors and officers of target company in contracts of offeror or related company

13A
Interests of target company's substantial security holders in material contracts of offeror or related company

46
New clause 19A of Schedule 2 inserted

19A
Different classes of securities

47
New Schedule 3 added

48
Transitional provision

Schedule
New Schedule 3 added