(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.

(1) In formulating recommendations concerning a takeovers code, the Minister shall consider the following objectives as the objectives for the code, namely, -

1. Encouraging the efficient allocation of resources:
2. Encouraging competition for the control of specified companies:
3. Assisting in ensuring that the holders of securities in a takeover are treated fairly:
4. Promoting the international competitiveness of New Zealand's capital markets:
5. Recognising that the holders of securities must ultimately decide for themselves the merits of a takeover offer:
6. Maintaining a proper relation between the costs of compliance with the code and the benefits resulting from it.

(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).

(3) Repealed.

(4) Repealed.

Without limiting the matters that the Minister may consider, the Minister must, in formulating recommendations concerning a takeovers code, consider whether the code should provide -

1. That advance notice and publicity should be given of takeovers:
2. That in a takeover, the specified company and its security holders should be fully informed:
3. That in a takeover, offers should be made to all security holders, that the consideration offered should be the same for all security holders, and that all security holders should have the same opportunity for acceptance:
4. That incremental acquisitions and partial bids should be permitted:
5. That there should be rules to determine the price or prices payable for the acquisition of securities in a takeover:
6. For the compulsory acquisition of securities in a specified company at the option of offerors or security holders, or both:
7. For the regulation of defensive tactics.

Without limiting section 19, but subject to section 23, regulations under that section may -

1. Define the transactions or classes of transactions in relation to which the code applies and for that purpose define terms and expressions used in the code in such manner as it thinks fit:
2. Prescribe the requirements in relation to offers and the making of offers to acquire securities in a specified company in a takeover including requirements as to the form and content of those offers, variations of those offers, the time during which those offers are to remain open for acceptance, the persons to whom those offers are to be made, and the manner of acceptance:
3. Prescribe the information, statements, certificates, and documents or other matters that must be supplied to a specified company and the security holders of the specified company in a takeover:
4. Prescribe requirements for the registration by the Registrar of Companies of documents in connection with a takeover:
5. Prescribe the duties and obligations of a specified company and the directors of the specified company and other persons in a takeover.

Nothing in the takeovers code shall require any person to comply with the code -

1. By reason only of the fact that, on the coming into force of the code, a particular proportion of securities have been acquired in a specified company, whether by that person or any other person, before the code comes into force; or
2. By reason of the acquisition of securities in a specified company, whether by that person or any other person, on or after the coming into force of the code, if the acquisition arises from the performance of a contractual obligation incurred, or the exercise of a right acquired, before the date on which an approved takeovers code comes into force.

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.

The Minister must, in formulating recommendations concerning a takeovers code, consult the Panel.