Independent Adviser(s): Northington Partners (Rule 18)

Company Meeting Date: 25/07/2017

Exemption: Class Exemptions

 

At a shareholder meeting held on 25 July 2017, Trustpower Limited (“Trustpower”) sought shareholder approval to buy back up to 5 million Trustpower shares by way of offers made through NZX’s order matching market over a three year period (the “buyback programme”).

 

At the time, Infratil Limited (“Infratil”) and Tauranga Energy Consumer Trust (“TECT”) each controlled more than 20% of the voting rights in Trustpower, and had advised Trustpower that they would  each be unlikely to participate in the buyback programme. Consequentially, the voting control of each was likely to increase as a result of the buyback programme. While Infratil was able to rely on the Code’s “creep” provisions in respect of its potential increase in voting control, it was proposed that Infratil’s subsidiaries, TECT, and TECT’s subsidiaries would rely on clause 4 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001 (the “buyback exemption”), which allows a person to retain their increased voting rights if the buyback is approved by an ordinary resolution of shareholders (and other conditions are met). Two directors of Trustpower (Mr Alan Bickers and Mr Marko Bogoievski) were associates of either Infratil or TECT, and also relied on the buyback exemption.

                                                                                                                                                                                                                                                        

At the shareholder meeting on 25 July, shareholders approved the buyback programme. Northington Partners prepared a rule 18 independent adviser’s report on the buyback programme as required by the buyback exemption.

Key Documents

Notice of Meeting:
Independent Adviser Report(s):