Title

This Act is the Takeovers Amendment Act 2006.

Commencement

(1) This Act comes into force on the day after the date on which it receives the Royal assent.

(2) However, the following provisions only come into force on a date to be appointed by the Governor-General by Order in Council:

(a) new sections 44B, 44C, 44D, and 44E of the Takeovers Act 1993 as inserted by section 24:

(b) section 29.

(3) For the purposes of subsection (2), 1 or more orders may be made bringing different provisions into force on different dates.

Principal Act amended

Sections 4 to 25 amend the Takeovers Act 1993.

Interpretation

(1) The definition of company in section 2(1) is repealed and the following definition substituted:

"company has the same meaning as in section 2(1) of the Companies Act 1993".

(2) The definition of specified company in section 2(1) is repealed and the following definition substituted:

"specified company means a company that---

"(a) is a party to a listing agreement with a registered exchange and that has securities that confer voting rights quoted on the registered exchange's market; or

"(b) was within paragraph (a) at any time during a period specified in the takeovers code (being a period not exceeding 12 months before any date or the occurrence of any event referred to in the code); or

"(c) has 50 or more shareholders".

(3) Section 2(1) is amended by inserting the following definitions in their appropriate alphabetical order:

"quoted, in relation to securities of a person, means securities of the person that are approved for trading on a registered exchange's market (and, for the avoidance of doubt, securities do not cease to be quoted merely because trading in those securities is suspended)

"voting right means a currently exercisable right to cast a vote at meetings of shareholders of a company, not being a right to vote that is exercisable only in 1 or more of the following circumstances:

"(a) during a period in which a payment or distribution (or part of a payment or distribution) in respect of the security that confers the voting right is in arrears or some other default exists:

"(b) on a proposal that affects rights attached to the security that confers the voting right:

"(c) on a proposal to put the company into liquidation:

"(d) on a proposal for the disposal of the whole, or a material part, of the property, business, and undertaking of the company:

"(e) during the liquidation of the company:

"(f) in respect of a special, immaterial, or remote matter that is inconsequential to control of the company."

(4) The definition of public issuer in section 2 is repealed.

(5) Section 2 is amended by adding the following subsection:

"(2) In sections 32, 33, and 33AA and in subpart 2 of Part 3 (which contain the enforcement powers of the Panel and the Court), unless the context otherwise requires, contravene the takeovers code or not act in compliance with the takeovers code includes---

"(a) a contravention of the takeovers code or a term or condition of an exemption from the takeovers code; or

"(b) an attempt to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or

"(c) aiding, abetting, counselling, or procuring any other person to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or

"(d) inducing, or attempting to induce, any other person, whether by threats or promises or otherwise, to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or

"(e) being in any way, directly or indirectly, knowingly concerned in, or a party to, the contravention by any other person of the takeovers code or a term or condition of an exemption from the takeovers code; or

"(f) conspiring with any other person to contravene the takeovers code or a term or condition of an exemption from the takeovers code."

Object of this Act

Section 4 is amended by inserting the following paragraph after paragraph (c):

"(ca) provide criminal liability for false or misleading statements or information in relation to takeovers of specified companies:".

Delegation of certain powers by Panel

Section 14(1) is amended by inserting "31A," after "sections".

New section 15B inserted

The following section is inserted after section 15A:

"15B Sharing of information with Commerce Commission

"(1) The Panel may communicate to the Commerce Commission any information that the Panel---

"(a) holds in relation to the exercise of the Panel's powers, or the performance of its functions and duties; and

"(b) considers may assist the Commerce Commission in the exercise of the Commerce Commission's powers, or the performance of its functions and duties, in respect of the Fair Trading Act 1986.

"(2) The Panel may use any information communicated to it by the Commerce Commission under section 48A of the Fair Trading Act 1986 in the Panel's exercise of its powers, or the performance of its functions and duties.

"(3) This section applies despite anything to the contrary in any enactment, contract, deed, or document."

New heading inserted

The heading "Subpart 1---Investigation and enforcement by Panel" is inserted after the Part 3 heading.

New sections 31L to 31MA substituted

Sections 31L and 31M are repealed and the following sections substituted:

"31L Who may receive evidence

"(1) The Panel may receive evidence through a member, officer, or employee of the Panel, or any 2 or more of them.

"(2) However, if a person who is summoned to give evidence under section 31N requests that the evidence be received at a meeting of the Panel, then---

"(a) subsection (1) does not apply, and the evidence must be received at a meeting of the Panel; and

"(b) the meeting must not be held by a method under clause 8(b) of Schedule 5 of the Crown Entities Act 2004 except with the consent of the person summoned.

"31M Admissibility of evidence

The Panel may receive in evidence, whether admissible in a court of law or not, any statement, document, information, or matter that,---

"(a) in the opinion of the person receiving it, may assist the Panel in dealing effectively with any matter before it; or

"(b) the Panel may receive under section 31P.

"31MA How evidence may be given

"(1) The Panel may receive evidence---

"(a) given on oath:

"(b) given not on oath:

"(c) if the person receiving the evidence permits it, given by a written statement:

"(d) if the person receiving the evidence thinks it is appropriate, given by a written statement verified on oath:

"(e) given by audio-visual communication, if the Panel and the person giving the evidence agree.

"(2) A member, officer, or an employee of the Panel may administer an oath for the purpose of a person giving evidence on oath."