Independent Adviser(s): KordaMentha (Rule 18)

Company Meeting Date: 29/10/2015

Exemption: Fulton Hogan Ltd - Exemption Notice 2015

Summary of transaction:

Fulton Hogan Limited (“Fulton Hogan”) sought exemptions from rule 6 of the Code in relation to:

  • the Fulton Hogan share buyback scheme;
  • an employee share bonus scheme and an employee share scheme;
  • the attachment of voting rights to partially paid shares in accordance with a rights issue; and
  • an intra-family transfer scheme.

The exemptions were sought because two groups of shareholders, the Fulton family shareholders, of which there were more than 98 persons, and the Hogan family shareholders, of which there were more than 10 persons, both respectively held or controlled more than 20% of the voting rights on issue in Fulton Hogan. Due to the number of shareholders in each respective group, shareholder approval in accordance with the Code would have been extremely complicated.

The Panel granted the exemptions contained in the Takeovers Code (Fulton Hogan Limited) Exemption Notice 2015 (“Exemption Notice”) (see link above) to allow for the Fulton family shareholders and the Hogan family shareholders  to respectively seek approval in relation to Code transactions as a group (rather than for approval to be sought for every member of each family group). The conditions to the exemptions replicated the approval requirements of the Code in relation to rules 7(c), 7(d) and the conditions to the buyback class exemption in Schedule 1 to the Takeovers Code (Class Exemptions) Notice (No 2) 2001. The conditions included, among other things, that the approvals of any increase in voting rights under the Exemption Notice be approved by ordinary resolutions and that the notice of meeting in respect of those resolutions be accompanied by an independent adviser’s report.

On 23 June 2015, the Panel approved KordaMentha Limited to prepare the independent adviser’s report for the purposes of the conditions in the Exemption Notice.

On 29 October 2015, Fulton Hogan’s shareholders met to consider whether to approve increases in voting rights for the Fulton family shareholders and the Hogan family shareholders in accordance with the Exemption Notice. All of the resolutions that were considered at the special meeting were approved.

We have not received consent to publish the transaction 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