2008
Takeovers Code (South Canterbury Finance 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 (South Canterbury Finance Limited) Exemption Notice 2008.
- 2
- Application
This notice applies to acts or omissions occurring on or after 9 February 2007.
- 3
- Expiry
This notice expires on the close of 31 August 2008.
- 4
- Interpretation
- (1)
- In this notice, unless the context otherwise requires,-
acquisition means the acquisition by SCF of the beneficial interest in 30 592 451 NZWSI ordinary shares from Allan James Hubbard (Mr Hubbard) and Margaret Jean Hubbard (Mrs Hubbard) on 9 February 2007
Act means the Takeovers Act 1993
Code means the Takeovers Code under the Act
NZWSI means New Zealand Wool Services International Limited
SCF means South Canterbury Finance Limited.
- (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 NZWSI.
- (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 for SCF
SCF is exempted from rule 6(1) of the Code in respect of any increase in SCF's voting control that resulted from the acquisition.
- 6
- Exemption from rule 6(1) of Code for SCF
Mr and Mrs Hubbard are exempted from rule 6(1) of the Code in respect of any increase in their voting control that results from the transfer to them of the beneficial interest in 30 592 451 NZWSI ordinary shares in accordance with clause 7.
- 7
- Exemption from rule 6(1) of Code for SCF
The exemption in clause 5 is subject to the conditions that-
(a)
SCF transfers to Mr and Mrs Hubbard the beneficial interest in 30 592 451 NZWSI ordinary shares within 20 working days of the date on which this notice is signed; and
(b)
the transfer referred to in paragraph (a) is effected on the same terms as the acquisition was effected.
Dated at Auckland this 14th day of July 2008.
The Common Seal of the Takeovers Panel was affixed in the presence of:
Alastair Lawrence Deputy Chairperson |
Statement of reasons
This notice applies to acts or omissions occurring on or after 9 February 2007 and expires on 31 August 2008.
This notice exempts South Canterbury Finance Limited (SCF) from rule 6(1) of the Takeovers Code (the Code) in respect of its acquisition of the beneficial interest in 30 592 451 ordinary shares in New Zealand Wool Services International Limited (NZWSI) from Mr Allan and Mrs Margaret Hubbard on 9 February 2007 (the acquisition).
This notice also exempts Mr and Mrs Hubbard from rule 6(1) of the Code in respect of the reversal of the acquisition by the transfer by them to SCF of the beneficial interest in 30 592 451 NZWSI ordinary shares in accordance with the conditions of the exemption granted to SCF.
The Panel considers that SCF may not have acted in compliance with the Code when it acquired the beneficial interest in 30 592 451 NZWSI ordinary shares on 9 February 2007. The Panel considers that SCF may have become an effective controller of the voting rights attached to the shares because SCF may have acquired the direct ability to exercise control over those voting rights.
The Panel considers that it is appropriate to grant the exemptions and that the exemptions are consistent with the objectives of the Code because-
- the effect of the exemptions is to return SCF and Mr and Mrs Hubbard to their respective voting control positions in NZWSI immediately before the acquisition. Under the conditions of the exemption granted to it, SCF must transfer to Mr and Mrs Hubbard the beneficial interest in the 30 592 451 NZWSI ordinary shares SCF acquired as a result of the 9 February 2007 transaction. SCF will cease to have any interest in the shares to be transferred and, to the extent that SCF acquired control of the voting rights attached to those shares, that voting control will revert to Mr and Mrs Hubbard:
- the minority shareholders in NZWSI will not be disadvantaged by not having the opportunity to vote on an ordinary resolution to approve the acquisition or its reversal because the effect of the conditions of the exemption granted to SCF will be to restore all parties, including the NZWSI minority shareholders, to their respective control positions immediately before the acquisition.
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.