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In this section

Schedules
  • 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 came into force on 1 July 2007.

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

    Contents

    1
    Identity of adviser

    2
    Adviser's qualifications and expertise

    3
    No conflict of interest

    4
    Statement in relation to rule 22 report

    5
    Explanation for further report
    		 

    1
    Identity of adviser
    The name of the adviser.

    2
    Adviser's qualifications and expertise
    A statement of the adviser's qualifications and expertise.

    3
    No conflict of interest
    A statement that the adviser has no conflict of interest that could affect the adviser's ability to provide an unbiased report.

    4
    Statement in relation to rule 22 report and further rule 22 report

    (1)
    This clause applies to a report that is required under rule 22 (a rule 22 report) or a further rule 22 report obtained under rule 30 ( a further rule 22 report).

    (2)
    A rule 22 report must contain the following statement in a prominent position at the front of the report:

    "Purpose of report

    (1)
    This report is not a report on the merits of the offer.

    (2)
    This report has been obtained by the offeror.

    (3)
    The purpose of this report is solely to compare the consideration and terms offered for the different classes of securities, and to certify as to the fairness and reasonableness of that consideration and terms as between the different classes.

    (4)
    A separate independent adviser's report on the merits of the offer, commissioned by the directors of [name of target company], must accompany [name of target company]'s target company statement.

    (5)
    The offer should be read in conjunction with this report and the separate independent adviser's report on the merits of the offer"

    (3)
    A further rule 22 report must contain the following statement in a prominent position at the front of the report:

    "Purpose of report


    (1)
    This report is not a report on the merits of the offer as varied by the variation notice dated [date of variation notice].

    (2)
    This report has been obtained by [name of offeror] in connection with the variation to the offer.

    (3)
    The purpose of this report is solely to compare the consideration and terms offered for the different classes of securities, and to certify as to the fairness and reasonableness of that consideration and terms as between the different classes.

    (4)
    The offer should be read in conjunction with this report and the separate independent adviser's report on the merits of the offer (which you should have received with [name of target company]'s target company statement)."

    5
    Explanation for further report
    If the report is a further rule 22 report, an explanation of why the further rule 22 report is required in addition to the rule 22 report.




    Clerk of the Executive Council

    Explanatory Note

    This note is not part of the order, but is intended to indicate its general effect.

    [To come].

    Issued under the authority of the Acts and Regulations Publication Act 1989.

    Date of notification in Gazette:

    This order is administered in the Ministry of Economic Development.