33. New heading and sections 31L to 31X inserted
    The principal Act is amended by inserting, after section 31K, the following heading and sections:
    ‘‘Panel’s powers for receiving evidence

    ‘‘31L   Power of Panel to receive evidence not otherwise admissible
    The Panel may receive in evidence any statement, document, information, or matter that may, in its opinion, assist it to deal effectively with any matter before it or that it may receive under section 31P, whether or not it would be otherwise admissible in a court of law.

    Compare: 1978 No 103 ss 18(1) 18A(1); 1993 No 107 s 9(1)

    ‘‘31M   Method of receiving evidence
    ‘‘(1)   The Panel may receive evidence on oath and, for that purpose, a member, officer, or employee of the Panel may administer an oath.
    ‘‘(2)   The Panel may permit a person appearing as a witness to give evidence by providing a written statement and, if the Panel thinks fit, verifying that statement by oath.
    ‘‘(3)   The Panel must, if a meeting is requested by a person who is summoned to give evidence under section 31N, receive the evidence at a meeting of the Panel.
    ‘‘(4)   If a meeting is requested under subsection (3), that meeting must not be held by a method under clause 4(2A)(b) of the Schedule except with the consent of the person summoned.

    Compare: 1978 No 103 s 18(2), (4); 1993 No 107 s 9(2), (4)

    ‘‘31N   Power to summon witnesses
    ‘‘(1)   A member of the Panel may issue a summons to a person requiring that person to appear before the Panel, or a member, officer, or employee of the Panel, in relation to any matter before the Panel and to do all or any of the following things:

    ‘‘(a)   give evidence:
    ‘‘(b)   give evidence under oath:
    ‘‘(c)   provide any documents or information in his or her possession or control that are relevant to the matter.
    ‘‘(2)   The summons must be in writing, be signed by a member of the Panel, and state—
    ‘‘(a)   the date and time when, and the place where, the person must attend; and
    ‘‘(b) the documents or information that the person is required to provide (either generally, specifically, or by class, nature, content, or effect); and
    ‘‘(c)   the person’s right to request that he or she give evidence at a meeting of the Panel; and
    ‘‘(d)   the penalty for failing to attend under section 44.
    ‘‘(3)   A summons may be served by delivering it personally to the person summoned or by leaving it at his or her usual place of residence or business at least 24 hours before his or her attendance is required.

    Compare: 1978 No 103 s 18(3); 1993 No 107 s 9(3)

    ‘‘31O   Witnesses’ expenses
    ‘‘(1)   If a person has appeared as a witness (whether summoned or not), the Panel may, if it thinks fit, order any sum to be paid to that witness for his or her expenses.
    ‘‘(2)   That sum must not exceed the amount that would be payable to the witness if his or her attendance had been as a witness for the Crown in a criminal case in accordance with regulations for the time being in force for the payment of witnesses for the Crown in criminal cases.

    Compare: 1978 No 103 s 18(5); 1993 No 107 s 9(5)

    ‘‘Exercise of inspection and evidence powers for overseas regulators

    ‘‘31P   Power of Panel to act on requests of overseas regulators
    ‘‘(1)   An overseas regulator may request the Panel to inquire into any matter related to the functions of that overseas regulator.
    ‘‘(2)   The Panel may obtain information, documents, or evidence that, in the Panel’s opinion, is likely to assist the Panel in complying with that request by—

    ‘‘(a)   exercising its powers of inspection under this Part: ‘‘(b)   exercising its powers to receive evidence and summon witnesses under this Part.
    ‘‘(3)   The Panel may transmit the information, documents, or evidence obtained by it to the overseas regulator in the manner that the Panel thinks fit.

    ‘‘31Q   Panel’s consideration of requests
    ‘‘(1)   The Panel may comply with a request under section 31P only if the Panel is satisfied that—

    ‘‘(a)   compliance will not substantially affect the performance of its other functions; and
    ‘‘(b)   it is appropriate to do so after taking into account any matters the Panel thinks relevant; and
    ‘‘(c)   the Minister has given his or her approval for the Panel to comply with the request.
    ‘‘(2)   The Minister’s approval may relate to a particular request, or a class or classes of requests, specified by the Minister.
    ‘‘(3)   The matters the Panel may take into account under subsection (1) include, without limitation,—
    ‘‘(a)   whether the Panel is likely to be able to obtain the requested information, documents, or evidence:
    ‘‘(b)   the cost to the Panel of complying with the request:
    ‘‘(c)   whether the overseas regulator could more conveniently have the request satisfied from another source:
    ‘‘(d)   the extent to which the functions of the overseas regulator correspond with the functions of the Panel:
    ‘‘(e)   whether the overseas regulator would be likely to comply with a similar request made by the Panel and whether any arrangement with the overseas regulator to that effect exists:
    ‘‘(f)   whether, in the Panel’s opinion, it would be more appropriate for the request to be dealt with under the Mutual Assistance in Criminal Matters Act 1992.

    ‘‘31R   Conditions that may be imposed on providing information to overseas regulators
    ‘‘(1)   The Panel may impose any conditions in relation to providing information, documents, or evidence to an overseas regulator (whether in compliance with a request of an overseas regulator or otherwise).
    ‘‘(2)   Those conditions may include, without limitation, conditions relating to—

    ‘‘(a)   maintaining the confidentiality of anything provided (in particular, information that is personal information within the meaning of the Privacy Act 1993):
    ‘‘(b)   the storing of, use of, or access to anything provided:
    ‘‘(c)   the copying, returning, or disposing of copies of documents provided:
    ‘‘(d)   payment of the costs incurred by the Panel in providing anything or in generally complying with a request.

    ‘‘31S   Undertakings to be obtained before providing certain information to overseas regulators
    The Panel must not provide any information, evidence, or documents obtained from a person by a summons under section 31N to an overseas regulator (whether in compliance with the request of an overseas regulator or otherwise) unless the Panel has received in writing an undertaking by the overseas regulator to the effect that the information, evidence, or documents—

    ‘‘(a)   will not be used by the overseas regulator as evidence in criminal proceedings against the person (other than a proceeding in respect of the falsity of the person’s testimony); and ‘‘(b)   to the extent to which it is within the ability of the overseas regulator to ensure, will not be used by any other person, authority, or agency as evidence in proceedings of that kind.
    ‘‘Panel’s power to accept undertakings

    ‘‘31T   Panel may accept undertakings
    ‘‘(1)   The Panel may accept a written undertaking given by, or on behalf of, a person in connection with a matter in relation to which the Panel is exercising any of its powers or performing any of its functions under this Act or any other Act.
    ‘‘(2)   The person may withdraw or vary the undertaking with the consent of the Panel.

    ‘‘31U   Enforcement of undertakings
    ‘‘(1)   If the Panel considers that a person who has given an undertaking under section 31T has breached a term of that undertaking, the Panel may apply to the Court for an order under subsection (2).
    ‘‘(2)   The Court may make any of the following orders if it is satisfied that the person has breached a term of the undertaking:

    ‘‘(a)   an order directing the person to comply with that term: ‘‘(b)   an order directing the person to pay to the Crown an amount not exceeding the amount of any financial bene- fit that the person has obtained directly or indirectly and that is reasonably attributable to the breach:
    ‘‘(c)   any order that the Court thinks appropriate directing the person to compensate any other person who has suffered loss, injury, or damage as a result of the breach:
    ‘‘(d)   an order for any consequential relief that the Court thinks appropriate.
    ‘‘Proceedings before Panel

    ‘‘31V   Right to be heard and represented at proceedings before Panel
    ‘‘(1)   At any meeting of the Panel held for the purposes of section 32, the Panel must allow to be heard and represented any person who applies to the Panel for leave to be heard and represented and who is a person to whom notice of a meeting of the Panel is given under section 32(1).
    ‘‘(2)   Subject to subsection (1), at any meeting of the Panel held for the purposes of this Act, the Panel must allow to be heard and represented any person who applies to the Panel for leave to be heard and represented and who, in the opinion of the Panel, is a person who ought to be heard or whose appearance or representation will assist the Panel in its consideration of the matter before it.
    ‘‘(3)   Every meeting of the Panel or of a division of the Panel that is held for the purposes of section 31X or section 32 must be attended by at least 1 person—

    ‘‘(a)   who is a barrister, a solicitor, or a barrister and solicitor of the High Court of New Zealand of not less than 7 years’ practice; or
    ‘‘(b)   who—
    ‘‘(i)   is enrolled as a barrister, as a solicitor, as a barrister and solicitor, or as a legal practitioner of the High Court of Australia, of any federal court of Australia, or of the Supreme Court of any State or Territory of Australia; and
    ‘‘(ii)   has not less than 7 years’ practice.

    Compare: 1978 No 103 s 19(1), (2); 1993 No 107 s 10

    ‘‘31W   Panel to hear proceedings in private
    The Panel may decide whether to hold any meeting or any part of a meeting in public or in private.

    Compare: 1993 No 107 s 12

    ‘‘31X   Power to make confidentiality orders
    ‘‘(1)   The Panel may, on its own initiative or on the application of any person, make an order prohibiting—

    ‘‘(a)   the publication or communication of any information, document, or evidence that is provided or obtained in connection with any inquiry or other proceedings of the Panel:
    ‘‘(b)   the giving of evidence involving any such information, document, or evidence.
    ‘‘(2)   The Panel may make the order on the terms and conditions (if any) that it thinks fit.
    ‘‘(3)   An order under subsection (1) may be expressed to have effect from the commencement of any inquiry or other proceedings of the Panel to the end of that inquiry or proceedings.
    ‘‘(4)   At the end of the inquiry or proceedings, the Official Information Act 1982 applies to any information or document or evidence that was the subject of the order.

    Compare: 1978 No 103 s 19(5)(b), (6); 1993 No 107 s 13’’.

34. Part III heading repealed and new heading inserted
    (1)   The principal Act is amended by repealing the Part III heading.
    (2)   The principal Act is amended by inserting, before section 32, the following heading:
    ‘‘Enforcement of takeovers code by Panel’’.

35. Panel’s powers in respect of compliance with takeovers code
    Section 32 of the principal Act is amended by adding the following subsections:

    ‘‘(5)   A restraining order made under this section may be made on any terms and conditions that the Panel thinks fit.
    ‘‘(6)   The Panel may vary the restraining order in the same way as it may be made under this section.
    ‘‘(7)   The Panel may revoke the restraining order or suspend the restraining order on the terms and conditions it thinks fit.’’

36. New heading and sections 33A to 33E inserted
    The principal Act is amended by inserting, after section 33, the following heading and sections:
    ‘‘Miscellaneous provisions for investigation and enforcement by Panel

    ‘‘33A   Witnesses and counsel to have privileges of witnesses and counsel in Court
    ‘‘(1)   Every person has the same privileges in relation to providing information and documents to, and answering questions before, the Panel, a member, officer, or employee of the Panel, or a person authorised by the Panel under section 31B, as witnesses have in proceedings before a court.
    ‘‘(2)   Every person appearing as counsel before the Panel, or a member, officer, or employee of the Panel, has the same privileges as counsel have in proceedings before a court.
    ‘‘(3)   Every person has the same privileges in relation to providing information and documents to the Registrar, or a person authorised by the Registrar under section 31B, as witnesses have in proceedings before a court.
    ‘‘(4)   This section is subject to section 33B.

    ‘‘33B   No privilege against self-incrimination
    No person is excused from answering any question or providing any information or document under this Act on the ground that to do so would or might incriminate or tend to incriminate that person.

    Compare: 1993 No 107 s 11(4)

    ‘‘33C   Restrictions on use of evidence obtained by summons
    The testimony of the person summoned under section 31N in the course of answering a question before, or providing any information or document to, the Panel, or a member, officer, or employee of the Panel, is not admissible as evidence in criminal proceedings against that person (except in a proceeding in respect of the falsity of the testimony).

    Compare: 1993 No 107 s 11(5), (6)

    ‘‘33D   Limitation on disclosure of information obtained in Panel’s operations
    ‘‘(1)   No court or other person may require a member, an officer, or an employee of the Panel, any delegate of the Panel, any expert appointed by the Panel, or any other person present at a meeting of the Panel to—

    ‘‘(a)   give evidence in court or in any proceedings of a judicial nature of anything coming to his or her knowledge in connection with the operations of the Panel; or
    ‘‘(b)   make discovery of a document or produce a document for inspection in court or in any proceedings of a judicial nature if the document was provided or obtained in connection with the operations of the Panel.
    ‘‘(2)   Subsection (1) does not apply to—
    ‘‘(a)   proceedings in respect of the falsity of any testimony; or
    ‘‘(b)   proceedings to which the Panel is a party; or
    ‘‘(c)   proceedings in respect of—
    ‘‘(i)   an offence against section 78 or section 78A(1) or section 105 or section 105A or section 105B of the Crimes Act 1961; or
    ‘‘(ii)   the offence of conspiring to commit an offence against section 78 or section 78A(1) or section 105 or section 105A or section 105B of the Crimes Act 1961; or
    ‘‘(iii)   the offence of attempting to commit an offence against section 78 or section 78A(1) or section 105 or section 105A or section 105B of the Crimes Act 1961.

    ‘‘(3)   This section does not limit the application of the Official Information Act 1982.

    Compare: 1978 No 103 s 28(4), (5); 1993 No 107 s 11(7), (8)

    ‘‘Enforcement by Court
    ‘‘33E   Jurisdiction of Courts in New Zealand
    The High Court has exclusive jurisdiction to hear and determine proceedings in New Zealand under this Act, other than proceedings for offences against this Act.’’

37. Panel may grant exemptions
    Section 45(1)(a) and (b) and (4A) of the principal Act is amended by omitting the words ‘‘Takeovers Code’’ in each place where they occur, and substituting in each case the words ‘‘takeovers code’’.
38. Consequential amendments
    The enactments specified in Schedule 2 are amended as set out in that schedule.

39. Transitional provision relating to existing takeovers code
    (1)   The takeovers code approved by the Takeovers Code Approval Order 2000—
    (a)   continues in force as if it had been made under Part 2 of the principal Act as amended by this Act; and (b)   may be amended or revoked as if it had been made under Part 2 of the principal Act as amended by this Act.
    (2)   Unless the context otherwise requires, every reference to a takeovers code approved by an Order in Council under section 28 of the principal Act must be read as a reference to any takeovers code that is in force under the principal Act (whether or not by virtue of this section).

Schedule
Consequential amendments to Takeovers Act 1993 and other enactments

Part 1
Takeovers Act 1993 (1993 No 107)

Part 2
Other Acts

Securities Markets Act 1988 (1988 No 234)
Omit from section 8(2)(b) the words ‘‘section 28 of’’. Omit from section 12(1)(b) the words ‘‘section 28 of’’. Omit from section 31(e)(ii) the words ‘‘section 28 of’’. Omit from section 34(4)(a) the words ‘‘section 28 of’’.