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  • TAKEOVERS CODE (HIGH GLORY INVESTMENTS LIMITED) EXEMPTION NOTICE 2005
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    2005/240
    Takeovers Code (High Glory Investments Limited) Exemption Notice 2005

    Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

    Contents

    1 Title
    2 Application
     
    3 Interpretation
    4 Exemption


    Notice


    1
    Title
    This notice is the Takeovers Code (High Glory Investments Limited) Exemption Notice 2005.
    2 Application
    This notice applies to acts or omissions occurring on or after 29 July 2005.
    3 Interpretation
    (1)

    In this notice, unless the context otherwise requires,-

    Act means the Takeovers Act 1993

    BIL Finance means BIL Finance Limited

    BIL International means BIL International Limited, a company incorporated in Bermuda

    Code means the Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR 2000/210)

    HGI means High Glory Investments Limited, a company incorporated in the Cayman Islands.

    (2) In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in a code company.
    (3) Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.
    4 Exemption
    HGI and every wholly owned subsidiary of HGI are exempted from rule 6(1) of the Code in respect of any increase in their voting control in BIL Finance as a result of the acquisition of shares in BIL International.

    Dated at Auckland this 5th day of August 2005.

    The Common Seal of the Takeovers Panel was affixed in the presence of:

    J.C. King
    Chairperson


    Statement of reasons

    This notice applies to acts or omissions occurring on or after 29 July 2005.

    The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to High Glory Investments Limited (HGI) and every wholly owned subsidiary of HGI in respect of any increase in the percentage of voting rights in BIL Finance Limited (BIL Finance) that they hold or control as a result of the acquisition of shares in BIL International Limited (BIL International).

    On 14 July 2005, HGI announced its intention to make a mandatory conditional cash offer for all the ordinary shares of BIL International that it does not already own or control, or has not already agreed to acquire. The proposed offer is to be made in accordance with the Singapore Takeover Code.

    BIL Finance is a wholly owned subsidiary of BIL International. Accordingly, HGI will obtain voting control of BIL Finance, a New Zealand code company, if its takeover offer for BIL International is successful.

    The Takeovers Panel considers the granting of the exemption is appropriate and consistent with the objectives of the Code because-

    • BIL Finance is a code company by virtue of its listing agreement with New Zealand Exchange Limited (although the only securities that are quoted are its capital notes):
    • all voting securities of BIL Finance are controlled by BIL International:
    • there are no shareholders in BIL Finance requiring the protection of the Code in respect of any change of control of BIL International:
    • BIL International is not a code company. The protection of BIL International's shareholders is a matter for the jurisdiction of the country where it is registered or has its primary listing.

    Issued under the authority of the Acts and Regulations Publication Act 1989.
    Date of notification in Gazette:
    This notice is administered by the Takeovers Panel.



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