2008/156
Takeovers Code (Kerifresh Limited) Exemption Notice 2008
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
Notice
| 1 |
Title
This notice is the Takeovers Code (Kerifresh Limited) Exemption Notice 2008. |
| 2 |
Application
This notice applies to acts or omissions occurring on or after 14 March 2008.
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| 3 |
Expiry
This notice expires on 30 June 2008.
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| 4 |
Interpretation |
| (1) |
In this notice, unless the context otherwise requires,-
Act means the Takeovers Act 1993
Code means the Takeovers Code under the Act
Kerifresh means Kerifresh Limited
T&G means Turners and Growers Horticulture Limited.
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| (2) |
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.
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| 5 |
Exemption
T&G is exempted from rule 54(2) of the Code in respect of its failure to send an acquisition notice to the outstanding security holders of Kerifresh on or before 14 April 2008.
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| 6 |
Conditions of exemption
The exemption is subject to the condition that T&G sends an acquisition notice to the outstanding security holders of Kerifresh within 3 working days after the day on which this notice is signed.
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Dated at Auckland this 9th day of June 2008.
The Common Seal of the Takeovers Panel was affixed in the presence of:
Statement of reasons
This notice applies to acts or omissions occurring on or after 14 March 2008 and expires on 30 June 2008.
The Takeovers Panel has granted an exemption to Turners and Growers Horticulture Limited (T&G) in respect of its failure to send an acquisition notice to the outstanding security holders in Kerifresh Limited (Kerifresh) within the timeframe specified in rule 54(2) of the Takeovers Code (the Code).
T&G made a full takeover offer for Kerifresh on 11 February 2008. That offer closed and was declared unconditional on 14 March 2008, resulting in T&G becoming the dominant owner of Kerifresh.
Under rule 54(2) of the Code, T&G was required to send an acquisition notice to the outstanding security holders in Kerifresh not later than 30 days after the end of its offer period. T&G did not send an acquisition notice on or before the last day for compliance with this rule, which was 14 April 2008.
The Panel considers that the granting of the exemption contained in this notice is appropriate and consistent with the objectives of the Code because-
- T&G's failure to comply with rule 54(2) of the Code was unintentional and based on its misinterpretation of the Code:
- the exemption ensures that the rights and obligations of T&G as dominant owner and the outstanding security holders of Kerifresh under Part 7 of the Code are maintained:
- no prejudice would arise from T&G's failure to comply with rule 54(2) of the Code if it promptly sent out an acquisition notice to the outstanding security holders of Kerifresh.
Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette: 12 June 2008
This notice is administered by the Takeovers Panel.
