Independent Adviser(s): Simmons Corporate Finance (Rule 18)

Company Meeting Date: 29/08/2014

Exemption: Tru-Test Corporation Limited - Exemption Notice (No. 2) 2014

Summary of transaction:

Tru-Test Corporation Limited (“Tru-Test”) proposed to undertake an allotment of shares to KTT Limited Partnership (“KTT”) and a subsequent buyback offer to the Tru-Test shareholders.

As a result of the proposed transactions, KTT’s control of voting rights in Tru-Test was likely to increase from 21.72% up to a maximum of 39.63%. Accordingly, Tru-Test sought shareholder approval for any increase to KTT’s voting rights resulting from the proposed transactions.

The Panel granted the exemption contained in the Takeovers Code (Tru-Test Corporation Limited) Exemption Notice (No. 2) 2014 (see link above) to require Tru-Test to combine the required Code disclosures in its Notice of Meeting, being the maximum percentages and numbers after both the placement and the buyback were completed.

In June 2014, the Panel approved Simmons Corporate Finance to prepare an Independent Adviser’s Report for the purposes of rule 18 of the Code.

Shareholders approved all resolutions put to them at the shareholders’ meeting held on 29 August 2014.

 

We have not received consent to publish some documents in relation to this transaction on our website. However, copies of these documents are available upon request to the Panel under the Official Information Act 1982. Please send your written Official Information requests to takeovers.panel@takeovers.govt.nz