Notice

1	Title This notice is the Takeovers Code (Utilico Limited) Exemption Notice (No 2) 2007.
2	Application This notice applies to acts or omissions occurring on or after 1 June 2007.
3	Interpretation
(1)	In this notice, unless the context otherwise requires,- Act means the Takeovers Act 1993 approval means the approval granted by the shareholders of Infratil Limited on 8 August 2005 under clause 4 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001 allowing an increase in the percentage of voting securities held or controlled by UIT, Utilico NZ Limited, and the associates in aggregate by a maximum of 3.13% and individually by a pro rata share of 3.13%, above the percentage held or controlled by those shareholders immediately before the commencement of the share buyback programme associates means- H.R.L. Morrison & Co Group Limited; and The trustees of the HRL Morrison Family Trust created by deed of trust dated 27 April 1994; and The trustees of the JML Trust created by deed of trust dated 29 June 1994; and Duncan Paul Saville Code means the Takeovers Code under the Act share buyback programme means the programme in accordance with the approval for the acquisition by Infratil Limited of up to 21.5 million ordinary shares in Infratil Limited referred to in resolution 4a of the notice of meeting for the annual meeting of Infratil Limited's shareholders held on 8 August 2005 UIT means Utilico Investment Trust PLC, a company incorporated in the United Kingdom Utilico means Utilico Limited, a company incorporated in Bermuda.
(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 Infratil 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.
4	Exemption
	Utilico is exempted from rule 6(1) of the Code in respect of any increase in its voting control as a result of the share buyback programme to the extent that UIT would have been able to increase its voting control as a result of the share buyback programme.

Dated at Wellington this 3rd day of September 2007.

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

This notice which applies to acts or omissions occurring on or after 1 June 2007.

The Takeovers Code (Utilico Limited) Exemption Notice 2007 exempts Utilico Limited from rule 6(1) of the Takeovers Code (the Code) in respect of any increase in the percentage of voting rights in Infratil Limited held or controlled by Utilico Limited as a result of the acquisition of all the assets of Utilico Investment Trust PLC (UIT) pursuant to a scheme of reconstruction under the Insolvency Act 1986 (UK) (the scheme).

At an annual meeting of Infratil Limited held on 8 August 2005 Infratil Limited shareholders approved a buyback programme (the buyback programme) under clause 4 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001, on the basis that UIT, Utilico NZ Limited, and certain shareholders associated with UIT could increase their aggregated control percentage by a maximum of 3.13%, which would increase their total aggregated control percentage to 31.89% of Infratil Limited (the approval).

Utilico Limited has now acquired all of the assets of UIT in accordance with the scheme and in reliance on the Takeovers Code (Utilico Limited) Exemption Notice 2007, and has now become the holder or controller of all of the voting rights in Infratil Limited that UIT had held before the scheme.

Utilico Limited is governed by the same investment objectives, investment manager, and team as UIT operated under at the time of the approval.

As Utilico Limited was not specifically named in the approval, if Utilico Limited were to become the holder or controller of an increased percentage of voting rights in Infratil Limited as a result of the buyback programme, Utilico Limited could not rely on the approval for the purposes of the exemption under clause 4 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001 and would be in breach of rule 6(1) of the Code.

The Takeovers Panel has granted an exemption from rule 6(1) of the Code for Utilico Limited in respect of it becoming the holder or controller of an increased percentage of voting rights in Infratil Limited as a result of Infratil Limited acquiring its own shares in accordance with the terms and conditions of the buyback programme to the extent that UIT would have been able to increase its voting control as a result of the buyback programme.

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

• shareholders have already voted on and approved the buyback programme on the basis that UIT may increase its voting control as a result of the buyback programme:
• the transfer of Infratil Limited shares, held directly and indirectly by UIT, to Utilico Limited has not resulted in an effective change of control of the voting rights in Infratil Limited:
• it 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: 13 September 2007
This notice is administered by the Takeovers Panel.