The Parliament of New Zealand enacts as follows:

1. Title
   (1)     This Act is the Takeovers Amendment Act 2002.
   (2)     In this Act, the Takeovers Act 1993 is called ‘‘the principal Act’’.
   

2. Commencement
   This Act comes into force on 1 December 2002.
   

3. Title repealed
   The Title of the principal Act is repealed.
   

4. Interpretation
   (1)     Section 2(1) of the principal Act is amended by repealing the definition of the term Court, and substituting the following definition:
   ‘‘Court means, in relation to any matter, the Court before which the matter is to be determined’’.
   (2)     Section 2(1) of the principal Act is amended by repealing the definition of the term document, and substituting the following definition:
   

   ‘‘document means any record of information; and includes—
   ‘‘(a) anything on which there is writing or any image; and
   ‘‘(b) information recorded by means of any article or device (for example, a disk) from which information is capable
   of being reproduced with or without the aid of any other article or device; and
   ‘‘(c) material subsequently derived from information recorded by that means’’.

   
   (3)     Section 2(1) of the principal Act is amended by inserting, in their appropriate alphabetical order, the following definitions: ‘‘overseas regulator means a body in another country with functions corresponding to those of the Panel
   ‘‘takeovers code means the regulations made under section 19’’.
   (4)     Section 2 of the principal Act is amended by repealing subsection (2).

5. Object of this Act
   (1)     Section 4(a) of the principal Act is amended by omitting the words ‘‘for the purpose of formulating and recommending rules in the form of a proposed code applying to takeovers of specified companies’’.
   (2)     Section 4 of the principal Act is amended by repealing paragraphs (b) to (e), and substituting the following paragraphs:
   

   ‘‘(b) empower the Minister, in consultation with the Panel, to formulate and make recommendations concerning the takeovers code (which sets out the rules applying to takeovers of specified companies):
   ‘‘(c) provide for the administration and enforcement of the takeovers code:
   ‘‘(d) empower the Panel to keep under review, and promote public understanding of, the law relating to takeovers of specified companies:
   ‘‘(e) empower the Panel to co-operate with overseas regulators.’’
   

6. Membership of Panel
   (1)     Section 6(1) of the principal Act is amended by omitting the expression ‘‘8’’, and substituting the expression ‘‘11’’.
   (2)     Section 6(3) of the principal Act is amended by omitting the words ‘‘barrister or solicitor’’, and substituting the words ‘‘barrister, a solicitor, or a barrister and solicitor’’.
   

7. Section 7 repealed
   (1)     The principal Act is amended by repealing section 7 (which relates to associate members).
   (2)     Subsection (3) applies to the appointment of an associate member that, immediately before this section comes into force, has not expired in accordance with that associate member’s instrument of appointment.
   (3)     Despite the repeal of section 7 of the principal Act,—

   (a)     the appointment continues until the appointment expires in accordance with the instrument of appointment; and
   (b)     sections 7 and 11(2) of the principal Act continue to have effect as if section 7 had not been repealed and section 11(2) had not been amended by this Act until the appointment expires in accordance with the instrument of appointment.

   
   

8. New section 7A substituted
   The principal Act is amended by repealing section 7A, and substituting the following section:
   

   ‘‘7A Panel may act by divisions
   ‘‘(1)     The Panel or Chairperson may determine that the powers of the Panel in relation to any matter or class of matters may be exercised by separate divisions of the Panel.
   ‘‘(2)     However, the Panel or Chairperson must not determine that a separate division of the Panel may exercise—
   

   ‘‘(a) any power in connection with the performance of its functions under section 8(1)(a):
   ‘‘(b)     the power of the Panel to grant an exemption under section 45(1)(b).

   
   ‘‘(3)     The Panel or Chairperson may revoke or amend a determination made under subsection (1).
   ‘‘(4)     Every determination (or revocation or amendment of a determination) must be recorded in writing and signed by 3 members or the Chairperson.’’

   
   

9. Membership and Chairperson of division
   (1)     Section 7B of the principal Act is amended by repealing subsection (1), and substituting the following subsections:
   

   ‘‘(1)     Each division consists of the members who are assigned to it for the time being by the Panel or the Chairperson.
   ‘‘(1A)     Each division must have at least 3 members.’’

   
   (2)     Section 7B(2) of the principal Act is amended by inserting, before the word ‘‘Chairperson’’ in the third place where it occurs, the words ‘‘Panel or’’.
   (3)     Section 7B of the principal Act is amended by adding the following subsection:
   

   ‘‘(4)     Clauses 4, 5(1) and (5), 6, and 7 of the Schedule apply to a meeting of a division as if—
   

   ‘‘(a)     it were a meeting of the entire Panel; and
   ‘‘(b)     all references to the Chairperson in those clauses were references to the Chairperson of the division.’’

   
   

10. Powers of division
    (1)     Section 7C(1) of the principal Act is amended by omitting the word ‘‘direction’’ in both places where it occurs, and substituting in each case the word ‘‘determination’’.
    (2)     Section 7C(1)(a) of the principal Act is amended by omitting the words ‘‘is deemed to consist’’, and substituting the word ‘‘consists’’.
    

11. Functions of Panel
    (1)     Section 8(1) of the principal Act is amended by repealing paragraphs (a) and (b), and substituting the following paragraph:

    ‘‘(a)     to keep under review the law relating to takeovers of specified companies and to recommend to the Minister any changes to that law that it considers necessary:’’.

    
    (2)     Section 8(1)(c) of the principal Act is amended by omitting the words ‘‘paragraphs (a) and (b) of this section’’, and substituting the words ‘‘paragraph (a)’’.
    (3)     Section 8(1) of the principal Act is amended by inserting, after paragraph (e), the following paragraph:
    

    ‘‘(ea) to co-operate with any overseas regulator and, for that purpose (but without limiting this function), to communicate, or make arrangements for communicating, to that overseas regulator information obtained by the Panel in the performance of its functions and powers (whether or not confidential) that the Panel considers may assist that overseas regulator in the performance of its functions:’’.

    
    

12. Sections 9 and 10 repealed
    The principal Act is amended by repealing sections 9 and 10 (which relate to powers of the Panel to take evidence and proceedings before the Panel).
    

13. Proceedings privileged
    (1)     Section 11 of the principal Act is amended by omitting the heading, and substituting the heading ‘‘Protection from liability for Panel and members, officers, and employees’’.
    (2)     Section 11(2) of the principal Act is amended by omitting the words ‘‘or associate member’’.
    (3)     Section 11 of the principal Act is amended by repealing subsections (4) to (9).
    

14. Sections 12 and 13 repealed
    The principal Act is amended by repealing sections 12 and 13 (which relate to meetings of the Panel and the power of the Panel to prohibit disclosure of information, documents, and evidence).
    

15. Delegation of certain powers by Panel
    Section 14(1) of the principal Act is amended by omitting the expression ‘‘section 8’’, and substituting the expression ‘‘section 8(1)’’.
    

16. New section 19 substituted
    The principal Act is amended by repealing section 19, and substituting the following section:
    ‘‘19 Power to make takeovers code
    ‘‘(1)     The Governor-General may, by Order in Council made on the recommendation of the Minister, make regulations setting out the rules applying to takeovers of specified companies (a takeovers code). ‘‘(2)     The Minister must formulate and make his or her recommendations in accordance with this Part.’’
    
    

17. Objectives of takeovers code
    (1)     Section 20(1) of the principal Act is amended by omitting the words ‘‘a takeovers code the Panel’’, and substituting the words ‘‘recommendations concerning a takeovers code, the Minister’’.
    (2)     Section 20 of the principal Act is amended by repealing subsections (2) to (4), and substituting the following subsection:
    

    ‘‘(2)     In formulating recommendations concerning a takeovers code, it is for the Minister to determine the weight that should be given to any particular objective or objectives referred to in subsection (1).’’

    
    

18. Matters to be considered by Panel in formulating takeovers code
    (1)     The heading to section 21 of the principal Act is amended by omitting the words ‘‘Panel in formulating’’, and substituting the words ‘‘Minister in making recommendations concerning’’.
    (2)     Section 21 of the principal Act is amended by omitting the words ‘‘Without limiting the matters that the Panel may consider, the Panel shall, in formulating’’, and substituting the words ‘‘Without limiting the matters that the Minister may consider, the Minister must, in formulating recommendations concerning’’.
    

19. Specific provisions applying to takeovers code
    Section 22 of the principal Act is amended by omitting the words ‘‘Without limiting the power to formulate a takeovers code, but subject to section 23 of this Act, the Panel may’’, and substituting the words ‘‘Without limiting section 19, but subject to section 23, regulations under that section may’’.
    

20. Takeovers code not to apply in certain cases
    Section 23(b) of the principal Act is amended by omitting the words ‘‘under section 28(4) of this Act’’.
    

21. New sections 24 and 25 substituted
    The principal Act is amended by repealing sections 24 to 31, and substituting the following sections:
    
    

    "24 Co-ordination with Australia
    In formulating recommendations concerning a takeovers code, the Minister must have regard, as far as practicable, to any principles applying to the co-ordination of business law between Australia and New Zealand set out in any agreement or memorandum of understanding between the Governments of Australia and New Zealand.
    ‘‘25 Minister to consult Panel
    The Minister must, in formulating recommendations concerning a takeovers code, consult the Panel.’’

22. New headings and sections 31A to 31BB substituted
    The principal Act is amended by repealing the Part 2A heading, the heading before section 31A, and sections 31A and 31B, and substituting the following headings and sections:
    
    ‘‘Part 3
    ‘‘Investigation and enforcement
    ‘‘Panel’s powers of inspection
    
    

    ‘‘31A Power to inspect documents
    ‘‘(1)     The Panel may, in accordance with section 31BA,—

    ‘‘(a)     require any person to produce for inspection any document kept by that person:
    ‘‘(b)     if necessary, require any person to reproduce, or assist in reproducing, in usable form, information recorded in that document:
    ‘‘(c)     inspect and make records of that document:
    ‘‘(d)     for the purpose of making records of that document, take possession of that document, or any article or thing that the Panel reasonably requires to make a record of that document, and remove the document, article, or thing from the premises where it is kept for the period of time that is reasonable in the circumstances.

    
    ‘‘(2)     Documents may be required under this section either specifi- cally, generally, or by class, nature, content, or effect.
    ‘‘31B Power to request or approve Registrar or authorised person to inspect documents
    

    ‘‘(1)     The Panel may, in accordance with sections 31BA and 31BB, request or approve the Registrar, or any other person authorised by the Panel or Registrar, to carry out an inspection by doing any of the things in section 31A(1).
    ‘‘(2)     A request or approval under subsection (1) may relate to a particular case, or a class or classes of cases, specified by the Panel.
    ‘‘(3)     The fact that the Registrar, or any person authorised by the Panel or Registrar, does, or attempts to do, any of the things in section 31A(1) is sufficient evidence that that inspection has been requested or approved by the Panel unless there is evidence to the contrary.

    
    ‘‘31BA Limits on exercise of power to inspect documents
    The Panel may only carry out an inspection under section 31A, or request or approve the Registrar or any other person under section 31B to carry out an inspection, if—

    ‘‘(a)     the inspection is for the purposes of—
    ‘‘(i)     this Act:
    ‘‘(ii)     complying with the request of an overseas regulator under section 31P or otherwise co-operating with an overseas regulator; and
    ‘‘(b)     the Panel first considers, along with any other relevant matters, any matters relating to the necessity or expediency of carrying out an inspection (for example, whether it is practicable to obtain the information from other sources or by other means in the time available).
    

    ‘‘31BB Requirements for persons authorised to inspect documents
    

    ‘‘(1)     The Panel or Registrar must not authorise a person to carry out an inspection under section 31A unless the Panel or Registrar is satisfied that the person is suitably qualified or trained, or the person is a member of a class of persons who are suitably qualified or trained, to carry out an inspection.
    ‘‘(2)     A person authorised by the Panel or Registrar to carry out an inspection under section 31A must, if requested at the time of carrying out the inspection, produce evidence of that person’s authority to carry out the inspection.’’

    
    

23. New section 31C substituted
    The principal Act is amended by repealing section 31C, and substituting the following section:
    

    ‘‘31C Disclosure of information from inspection
    ‘‘(1)     On the direction of the Panel or Registrar, a person who has made an inspection under section 31A must give all records and disclose all information acquired in the course of the inspection to any person specified by the Panel or Registrar for the purposes of—
    

    ‘‘(a) this Act, the Securities Act 1978, the Securities Markets Act 1988, or any of the Acts listed in the First Schedule of the Securities Act 1978:
    ‘‘(b)     detecting and prosecuting offences against any other Act, but, in this case, those records and information are not admissible in any criminal proceedings against the person from whom the records or information were acquired or any person to whom the records or information relate:
    ‘‘(c)     assisting the Panel to comply with the request of an overseas regulator under section 31P or otherwise cooperate with an overseas regulator.

    
    ‘‘(2)     The Minister may, by written notice, require the Panel or Registrar to give a direction under subsection (1), and the Panel or Registrar must comply with that requirement.
    ‘‘(3)     The Panel may, by written notice, require the Registrar to give a direction under subsection (1), and the Registrar must comply with that requirement.
    ‘‘(4)     This section is subject to section 31X of this Act and to section 69N of the Securities Act 1978.’’

    
    

24. Powers not limited
    Section 31D of the principal Act is amended by omitting the word ‘‘Registrar’’, and substituting the words ‘‘Panel, Registrar,’’.
    

25. Non-disclosure of information from inspection
    (1)     Section 31E(b) of the principal Act is amended by adding the words ‘‘, the Securities Act 1978, the Securities Markets Act 1988, or any of the Acts listed in the First Schedule of the Securities Act 1978’’. (2)     Section 31E(d) of the principal Act is amended by adding the words ‘‘(but subject to the limitation in section 31C(1)(b))’’.
    

26. New sections 31EA and 31EB inserted
    The principal Act is amended by inserting, after section 31E, the following sections:
    ‘‘31EA No privilege against self-incrimination
    Section 33B applies to information and documents provided under section 31A.
    ‘‘31EB Protections from liability for persons exercising powers of inspection
    Without limiting any other statutory protection from liability, no person is liable for any act done or omitted to be done by the person in the performance or intended performance of the person’s powers under section 31A, section 31C, or section 31E unless the person acts in bad faith.’’
    

27. Heading before section 31F repealed
    The principal Act is amended by repealing the heading before section 31F.
    

28. New section 31F inserted
    The principal Act is amended by repealing section 31F, and substituting the following section:
    ‘‘31F Offences
    

    ‘‘(1)     Every person commits an offence who—

    ‘‘(a)     refuses or fails, without reasonable excuse, to produce any document for inspection, or reproduce or assist in reproducing, in usable form, information recorded in that document, when required to do so under section 31A; or
    ‘‘(b)     wilfully resists or obstructs, or deceives or attempts to deceive, the Panel or Registrar, or any person authorised by the Panel or Registrar, in carrying out an inspection under section 31A; or ‘‘(c) is not the Panel, the Registrar, or a person authorised by the Panel or Registrar to carry out an inspection under section 31A and who wilfully communicates to any other person information acquired in the course of an inspection under that section; or
    ‘‘(d)     wilfully contravenes section 31E.

    ‘‘(2)     Every person who commits an offence against subsection (1) is liable on summary conviction to a fine not exceeding $300,000 and, if the offence is a continuing one, to a further fine not exceeding $10,000 for every day or part of a day during which the offence is continued.’’

    
    

29. Heading before section 31G repealed
    The principal Act is amended by repealing the heading before section 31G.
    

30. Rights of appeal
    Section 31G of the principal Act is amended by inserting, before the word ‘‘Registrar’’ in both places where it occurs, the words ‘‘Panel or’’.
    

31. Situation while appeal pending
    (1)     Section 31I(a) of the principal Act is amended by inserting, before the word ‘‘Registrar’’ in both places where it occurs, the words ‘‘Panel or’’.
    (2)     Section 31I(a) of the principal Act is amended by omitting the words ‘‘his or her’’, and substituting the word ‘‘the’’.
    

32. Requirements where appeal allowed
    Section 31K of the principal Act is amended by inserting, before the word ‘‘Registrar’’ in each place where it occurs, the words ‘‘Panel or’’.