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In this section

Part 1 Preliminary provisions
  • Part 1 Preliminary provisions
    		•
  • Part 2 Fundamental rule and exemptions
    		•
  • Part 3 Specific requirements for exceptions to fundamental rule
    		•
  • Part 4 Code offers
    		•
  • Part 5 Dealings and defensive tactics
  • Part 6 Offer procedure
  • Part 7 Compulsory acquisitions
  • Part 8 Market manipulation
    		•
  • Schedules
    • This unofficial version of the Takeovers Code includes the amendments made by the Takeovers Code Approval Amendment Regulations 2007. The Code as amended comes into force on 1 July 2007. There is no longer an unofficial version of the Takeovers Code, as it was prior to being amended by the Amendment Regulations, available on this website.

    Takeovers Code Approval Order 2000

    (The Takeovers Code)

    Michael Hardie Boys, Governor-General

    Order in Council

    At Wellington this 16th day of October 2000

    Present:
    His Excellency the Governor-General in Council

    Pursuant to section 28(3) of the Takeovers Act 1993, His Excellency the Governor-General, acting on the advice and with the consent of the Executive Council, and on the advice of the Minister makes the following order.

    Contents

    1TitleSchedule Takeovers code
    2Approval of takeovers code

    Order

    1.
    Title
    This order is the Takeovers Code Approval Order 2000.

    2.
    Approval of takeovers code
    The takeovers code recommended to the Minister by the Takeovers Panel and set out in the Schedule is approved.



    Schedule
    Takeovers Code

    Contents

    1.
    Title

    2.
    Commencement

    Part 1
    Preliminary provisions
    Interpretation

    3.
    Interpretation

    4.
    Meaning of associate

    No contracting out of code


    5.
    No contracting out of code

    Part 2
    Fundamental rule and exemptions

    6.
    Fundamental rule

    7.
    Exceptions to fundamental rule

    Part 3
    Specific requirements for exceptions to fundamental rule

    Subpart 1-full offers

    8.
    Full offer

    Subpart 2-Partial offers
    General provisions


    9.
    Partial offer

    10.
    When offeror does not hold or control more than 50% of voting rights

    Excess acceptance


    11.
    Excess acceptances: application

    12.
    Excess acceptances: 1 class of voting securities

    13.
    Excess acceptances: more than 1 class of voting securities

    14.
    Voting securities subject to disposition

    Subpart 3-Acquisitions and allotments
    Notice of meeting


    15.
    Notice of meeting: acquisition of voting securities

    16.
    Notice of meeting: allotment of voting securities

    Voting restrictions


    17.
    Voting restrictions

    Independent adviser's report


    18.
    Independent adviser's report

    Directors' statement

    19.
    Directors' statement

    Part 4
    Code offers
    General provisions


    20.
    Same terms and consideration

    21.
    Independent adviser's report

    22.
    Independent adviser's report on fairness between classes

    23.
    Minimum acceptance condition

    24.
    Offer period

    25.
    Conditions

    26.
    Withdrawal or lapse of offer

    Variation of offer


    27.
    Permissible variations

    28.
    Variation notice

    29.
    Timing of variation

    30.
    Further reports required for certain variations

    31.
    Increases in consideration available to all accepting parties

    32.
    Additional consideration relating to variation

    Consideration


    33.
    Offer to specify date for payment of consideration

    34.
    Withdrawal of acceptance for non-payment of consideration

    Part 5
    Dealings and defensive tactics
    Certain dispositions and acquisitions

    35.
    Dispositions

    36.
    Acquisitions

    37.
    Position if consideration exceeds consideration specified in offer

    Defensive tactics


    38
    Defensive tactics restricted

    39
    When action permitted

    40
    Notice of meeting

    Part 6
    Offer procedure

    41.
    Takeover notice

    42.
    Notification obligations of target company

    43.
    Identifying offerees and sending of offer

    44.
    Offer document

    45.
    Despatch notice

    46.
    Target company statement

    47.
    Documents for Panel

    48.
    Notification of altered offer document

    49.
    Reimbursement of directors and target company

    Part 7
    Compulsory acquisitions


    50.
    Interpretation

    Rights and obligations

    51.
    Notification of dominant ownership

    52.
    Dominant owner's right

    53.
    Outstanding security holder's right

    Acquisition notice

    54.
    Acquisition notice

    55.
    Contents of acquisition notice

    Determination of consideration

    56.
    Dominant owner through acceptances of offer

    57.
    Determination of consideration in other cases

    58.
    Expert determination

    Payment of consideration and transfer of outstanding securities


    59.
    Return of instrument of transfer

    60.
    Payment of consideration to outstanding security holder

    61.
    Delivery of consideration to code company

    62.
    Position if consideration fixed by expert determination

    63.
    Registration of dominant owner as holder of outstanding securities

    Part 8
    Market manipulation


    64.
    Misleading or Deceptive Conduct

    65.
    Exception for disclosure by investment advisers or brokers


    Schedule 1
    Information required in takeover notice

    Schedule 2
    Information required in target company statement

    Schedule 3
    Information that must be contained in reports required by rule 22