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Notice of Meeting Pursuant to Section 32 Takeovers Act 1993
 

NOTICE OF MEETING PURSUANT TO SECTION 32 TAKEOVERS ACT 1993

23 June 2008

ABANO HEALTHCARE GROUP LIMITED
Level 16
West Plaza Building
3-7 Albert Street
Auckland

CRESCENT CAPITAL PARTNERS LIMITED
C/- Bell Gully
Level 22, Vero Centre
48 Shortland Street
Auckland

NOTICE IS HEREBY GIVEN:

That on 23 June 2008 the Takeovers Panel met to consider a formal request by Harmos Horton Lusk, Corporate Lawyers acting for Abano Healthcare Group Limited, that the Panel convene a meeting pursuant to the Panel's powers under section 32(1) of the Takeovers Act 1993, should the Panel consider that Crescent Capital Partners Limited ("Crescent") may not have acted or may not be acting or may intend not to act in compliance with rule 49(2) of the Takeovers Code.

The Panel has considered information received from Harmos Horton Lusk in relation to the above request, and as a result the Panel has decided to convene a meeting pursuant to section 32(1) of the Takeovers Act 1993. The Panel considers that Crescent may not have acted or may not be acting or may intend not to act in compliance with rule 49(2) of the Takeovers Code, due to Crescent, as an offeror, failing to pay expenses properly incurred by Abano, as the target company, in relation to a takeover offer or takeover notice.

The resolution of the Panel made on 23 June 2008 is as follows:

  1. On or about 5 December 2007 Crescent (as an offeror), gave notice to Abano (as the target company), of its intention to make a takeover offer the target company), of its intention to make a takeover offer.
  2. On or about 17 December 2007 Crescent made its takeover offer for Abano.
  3. Under rule 49(2) of the Takeovers Code, the target company may recover from the offeror, as a debt due to the target company, any expenses properly incurred by the target company in relation to a takeover offer or a takeover notice.
  4. On or about 17 January 2008, Abano invoiced Crescent for certain expenses incurred by Abano in relation to the takeover offer and takeover notice being those expenses set out in Invoice No. 20177.
  5. On or about 14 March 2008, Abano invoiced Crescent for certain expenses incurred by Abano in relation to the takeover offer and takeover notice being those expenses set out in Invoice No. 20184.
  6. Crescent paid some, but not all, of the expense amounts invoiced by Abano in relation to the takeover offer and takeover notice.
  7. Abano then withheld from Crescent the 13 cents per share dividend payable by Abano to its shareholders and applied the sum withheld to payment of the expenses not paid by Crescent.
  8. The Panel is of the view that all or some of the expense amounts invoiced by Abano to Crescent and not paid by Cresecent, may have represented expenses properly incurred by Abano that Crescent was obligated to pay to Abano under rule 49(2) of the Takeovers Code.
  9. In the circumstances, the Panel considers that Crescent may not have acted or may not be acting or may intend not to act in compliance with the Code.

The Panel will hold a meeting for the purposes of determining whether to exercise its powers under section 32 of the Takeovers Act 1993. The meeting will be held at [2.00] p.m. on Monday, 30 June 2008 at Duxton Hotel Auckland. The meeting will be a private meeting.

Attention is drawn to section 31V of the Takeovers Act 1993.



SIGNED for and on behalf of the
Panel by the Acting Chairman
)
)

___________________________
Colin Glenn Giffney