2011/263

Notice

Takeovers Code (Speirs Group Limited) Exemption Notice 2011

Contents

  1. Title
  2. Application
  3. Expiry
  4. Interpretation
  5. Exemption from rule 6(1) of Code in respect of Glendinnings Trustee Company Limited
  6. Exemption from rule 6(1) of Code in respect of continuing trustees

Notice

1
Title
This notice is the Takeovers Code (Speirs Group Limited) Exemption Notice 2011.
2
Application
This notice applies to acts or omissions occurring on or after 26 July 2011.
3
Expiry
This notice expires on the close of 30 November 2011.
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

continuing trustees means Richard Nelson Speirs, Mary Glover Speirs, Susan Rose Le Moigne, and Robert Nelson Speirs as trustees of the R N Speirs Trusts

R N Speirs Trusts means the following:

(a)
the trust established by deed of trust dated 17 February 1976 known as the Nelson Speirs Charitable Trust; and
(b)
the trust established by deed of trust dated 19 November 1974 known as the R N Speirs No 3 Trust; and
(c)
the trust established by deed of trust dated 20 November 1974 known as the R N Speirs No 4 Trust; and
(d)
the trust established by deed of trust dated 18 September 1978 known as the R N Speirs No 5 Trust.
(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 voting rights in Speirs Group 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 in respect of Glendinnings Trustee Company Limited

Glendinnings Trustee Company Limited is exempted from rule 6(1) of the Code in respect of an increase in its voting control as a result of its appointment as a trustee to the R N Speirs Trusts.

6

Exemption from rule 6(1) of Code in respect of continuing trustees
Each of the continuing trustees are exempted from rule 6(1) of the Code in respect of any increase in the continuing trustee's voting control as a result of the retirement of other trustees from the R N Speirs Trusts.



Dated at Auckland this 25th day of July 2011

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

R A Coupe
Member

Statement of reasons

This notice applies to acts or omissions occurring on or after 26 July 2011 and expires on 30 November 2011.

The Takeovers Panel (the Panel) has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to-

  • Glendinnings Trustee Company Limited (Glendinnings), a professional trustee company, in respect of any increase in control of voting rights in the code company Speirs Group Limited (Speirs) resulting from its appointment as a trustee of the Nelson Speirs Charitable Trust, the R N Speirs No 3 Trust, the R N Speirs No 4 Trust and the R N Speirs No 5 Trust (the R N Speirs Trusts); and
  • Richard Nelson Speirs, Mary Glover Speirs, Susan Rose Le Moigne and Robert Nelson Speirs, as trustees of the R N Speirs Trusts (the continuing trustees) in respect of any increase in control of voting rights in Speirs resulting from the retirement of other trustees from the R N Speirs Trusts.

The R N Speirs Trusts comprise one charitable trust and three discretionary trusts for the benefit of Richard Nelson Speirs' children. Some of the older trustees of the R N Speirs Trusts are retiring and each of the R N Speirs Trusts is proposing to appoint Glendinnings to replace the trustees that are resigning (the proposed appointment).

The trustees of the R N Speirs Trusts, together with Richard Nelson Speirs, hold or control in aggregate 22.7% of the voting rights in Speirs. Glendinnings would be deemed by rule 6(2)(b) of the Code to have become the holder or controller of 22.7% of the voting rights in Speirs by joining the other trustees of the R N Speirs Trusts as an associate in the holding or controlling of those voting rights.

The retirement of the trustees will result in a reduction of the number of trustees. By operation of rule 6(2)(c) of the Code, the continuing trustees will be deemed to have become the holders or controllers of an increased percentage of voting rights in Speirs for the purposes of rule 6(1) of the Code.

The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption to Glendinnings because-

  • the shareholders of Speirs will not be disadvantaged in not having the opportunity to vote on the proposed appointment as it will not have any real effect on those shareholders; and
  • the proposed appointment relates to a reorganisation of private family trusts and the Code is not intended to inhibit the restructuring of family trusts that has no effect on the shareholders of a Code company; and
  • the exemption avoids unnecessary compliance costs that would be incurred if it were not granted.

The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption to the continuing trustees because-

  • although the reduction in trustees will result in the continuing trustees each increasing the extent to which they share in the holding or controlling of voting rights in Speirs, there will be no effective change in the control of those voting rights; and
  • the shareholders of Speirs will not be disadvantaged in not having the opportunity to vote on the proposed appointment as it will not have any real effect on those shareholders; and
  • the exemption avoids unnecessary compliance costs that would be incurred if it were not granted.

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.