2011/140

Notice

Takeovers Code (Skellerup Holdings Limited ) Exemption Notice 2011

Contents

  1. Title
  2. Application
  3. Expiry
  4. Interpretation
  5. Exemption from rule 6(1) of Code

Notice

1
Title
This notice is the Takeovers Code (Skellerup Holdings Limited) Exemption Notice 2011.
2
Application
This notice applies to acts or omissions occurring on or after 30 March 2011
3
Expiry
This notice expires on the close of 31 May 2011.
4
Interpretation
(1)

In this notice, unless the context otherwise requires,-

Act means the Takeovers Act 1993

AMP party means the following companies, each of which is incorporated in Australia:

(a)
AMP Limited:
(b)
AMP Group Holdings Limited:
(c)
AMP Group Services Limited:
(d)
AMP Services Limited:
(e)
AMP Services Holdings Limited:
(f)
AMP Holdings Limited:
(g)
AMP Financial Services Holdings Limited.

Code means the Takeovers Code under the Act

merger means the acquisition by AMP Financial Services Holdings Limited of all the voting securities in AXA Asia Pacific Holdings Limited, a company incorporated in Australia, that occurred by share acquisition and scheme of arrangement on or about 30 March 2011.

(2)
In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of 700,000 voting rights in Skellerup Holdings Limited.
(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.
5

Exemption from rule 6(1) of Code
Each AMP party is exempted from rule 6(1) of the Code in respect of any increase in its voting control as a result of the merger.



Dated at Auckland this 13th day of May 2011.

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

David Jones
Chairperson

Statement of reasons

This notice applies to acts or omissions occurring on or after 30 March 2011 and expires on 31 May 2011.

The Takeovers Panel (the Panel) has granted a retrospective exemption from rule 6(1) of the Takeovers Code (the Code) for certain AMP group companies (the AMP parties) in respect of an increase of 700,000 voting rights in Skellerup Holdings Limited (Skellerup). The AMP parties are -

  • AMP Limited:
  • AMP Group Holdings Limited:
  • AMP Group Services Limited:
  • AMP Services Limited:
  • AMP Services Holdings Limited:
  • AMP Holdings Limited:
  • AMP Financial Services Holdings Limited (AMP FSH),

The exemption concerns the merging, on or about 30 March 2011, of the AMP parties and the Australasian interests of AXA Asia Pacific Holdings Limited (AXA APH) through the acquisition by AMP FSH of all the shares in AXA APH via share acquisition and scheme of arrangement carried out under Australian law (the merger).

As a result of the merger, each of the AMP parties, when taken together with its associates, holds or controls more than 20% of the voting rights in Skellerup because AMP Capital Investors (New Zealand) Limited, a wholly owned subsidiary of AMP Limited, already held or controlled approximately 19.95% of the voting rights in Skellerup.

The Panel considers that the granting of a retrospective exemption for each AMP party from rule 6(1) of the Code is appropriate and consistent with the objectives of the Code because-

  • the increase in their voting control in Skellerup was a consequence of a merger of AXA APH with AMP FSH carried out in accordance with Australian law; and
  • the merger was not undertaken for the purpose of gaining control of voting rights in Skellerup; and
  • the exemption is consistent with the Panel’s policy for exemptions in respect of upstream acquisitions; and
  • the breach of the Code appears to have been inadvertent.

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.