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Takeovers Panel
In this section

TAKEOVERS AMENDMENT ACT 2006

 

10
Power to summon witnesses
(1) Section 31N is amended by repealing subsection (1) and substituting the following subsection:

"(1) A member of the Panel may issue a summons to a person requiring that person to appear (in the case of a body corporate, to appear by its authorised representative) before the Panel, or a member, officer, or employee of the Panel, in relation to any matter before the Panel and to do any of the following things:
"(a) give evidence:

"(b) give evidence under oath:

"(c) provide any documents or information that are in the person's possession or control and that are relevant to the matter."
(2) Section 31N(2)(c) is amended by omitting "he or she" and substituting "the person".

(3) Section 31N is amended by repealing subsection (3) and substituting the following subsection:

"(3) A summons may be served,---
"(a) in the case of a natural person, 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:

"(b) in the case of a body corporate, by leaving it at the body corporate's usual place of business at least 24 hours before its attendance is required."

11
Panel's powers in respect of compliance with takeovers code
(1) Section 32(2) is amended by inserting "temporary" before "restraining".

(2) Section 32 is amended by inserting the following subsection after subsection (3):

"(3A) If the Panel makes a determination under subsection (3), the Panel must, as soon as reasonably practicable, give written notice of its reasons for the determination to the person the determination concerns."

(3) Section 32(4) is amended by inserting "temporary" before "restraining" wherever it occurs.

(4) Section 32(4) is amended by adding the following paragraphs:
"(c) make a permanent compliance order (relating to the non-compliance with the takeovers code):

"(d) if it makes any order under this subsection, also make an order extending, for a reasonable time, the period for which a takeover offer must remain open."
(5) Section 32 is amended by inserting the following subsection after subsection (4):

"(4A) If the Panel makes an order under this section, the Panel---
"(a) must immediately give written notice to the person to whom the order is directed of the terms and conditions of the order; and

"(b) must, as soon as is reasonably practicable, also give that person written notice of the reasons for the order; and

"(c) may also give notice to any other person of those matters."
(6) Section 32(5) is amended by omitting "A restraining order" and substituting "An order".

(7) Section 32(6) and (7) is amended by omitting "restraining" in each place where it occurs.

12
Restraining orders
(1) The heading to section 33 is amended by omitting "Restraining" and substituting "Temporary restraining".

(2) Section 33 is amended by inserting "temporary" before "restraining" in the first place where it appears.

(3) Section 33 is amended by repealing paragraph (d) and substituting the following paragraph:
"(d) restraining a person from taking any action (including from making any statement or distributing any document) that is or that may reasonably be expected to constitute a contravention of the takeovers code (see section 2(2) for the definition of contravention of the takeovers code):".

13
New section 33AA inserted
The following section is inserted after section 33:

"33AA Permanent compliance orders
For the purposes of section 32, a permanent compliance order is an order for one or more of the following:
"(a) prohibiting or restricting a person from making any statement or distributing any document that is or that may reasonably be expected to constitute a contravention of the takeovers code (see section 2(2) for the definition of contravention of the takeovers code):

"(b) directing a person to disclose in accordance with the order information for the purpose of securing compliance with the takeovers code:

"(c) directing a person to publish, at the person's own expense, in the manner and at the times specified in the order corrective statements that are specified in, or are to be determined in accordance with, the order:

"(d) for the purpose of securing compliance with any of those orders, an order directing a person to do or refrain from doing a specified act."

14
New section 33C substituted
Section 33C is repealed and following section substituted:

"33C Restrictions on use of self-incriminating statements obtained by summons

"(1) A self-incriminating statement made orally by a person summoned under section 31N (whether or not the statement is recorded in writing) in the course of answering any question before, or providing any information or document to, the Panel, or a member, officer, or employee of the Panel,---
"(a) subject to paragraph (b), is not admissible in---
"(i) criminal proceedings against that person; or

"(ii) proceedings under this Act, the Securities Act 1978, or the Securities Markets Act 1988 for a pecuniary penalty order against that person; but
"(b) is admissible against that person in any proceeding in respect of the falsity of the person's testimony, for example, in a prosecution for perjury or for an offence under section 44(1).
"(2) In addition,---
"(a) a refusal or failure to answer a question or provide information or a document or comply with any other requirement may be used in evidence against that person in proceedings for an offence under section 44(1) arising from that refusal or failure; and

"(b) the answering of a question in a way that is false, deceptive, or misleading or the providing of information or a document that is false, deceptive, or misleading may be used in evidence against that person in proceedings for an offence under section 44(1) arising from that act."

15
Heading above section 33E and sections 33E and 34 repealed
The heading above section 33E and sections 33E and 34 are repealed.