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).

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

1	Title This notice is the Takeovers Code (Zintel Group Limited) Exemption Notice 2008.
2	Application This notice applies to acts of omissions occurring on or after 1 October 2008.
3	Expiry This notice expires on the close of 31 December 2008.

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 Gordon Family Trust means the Gordon Family Trust established by deed of trust dated 4 August 1994 Waimea Trust means the Waimea Trust established by deed of trust dated 20 June 2000 ZIN means Zintel Group 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 ZIN.
(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 Nicholas Peter Gordon and Richard Anthony Johnston as trustees of the Gordon Family Trust are exempted from rule 6(1) of the Code in respect of any increase in their voting control as a result of the proposed transfer of 7 215 657 ordinary shares in ZIN to them by Lynda Rae Gordon, Nicholas Peter Gordon, and Richard Anthony Johnston as trustees of the Waimea Trust.

Dated at Auckland this 12th day of October 2008.

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

This notice applies to acts or omissions occurring on or after 1 October 2008 and expires on 31 December 2008.

The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to Nicholas Peter Gordon and Richard Anthony Johnston in their capacities as trustees of the Gordon Family Trust.

The Gordon Family Trust is a discretionary family trust established by a deed of trust dated 4 August 1994 for the benefit of Nicholas Peter Gordon and his wife, Lynda Rae Gordon. The trustees of the Gordon Family Trust, Nicholas Peter Gordon and Richard Anthony Johnston, hold ordinary shares in Zintel Group Limited (ZIN).

As part of the division of the matrimonial property of Nicholas Peter Gordon and Lynda Rae Gordon, the trustees of the Gordon Family Trust intend to acquire 7 215 657 ZIN ordinary shares from Lynda Rae Gordon, Nicholas Peter Gordon, and Richard Anthony Johnston in their capacities as trustees of the Waimea Trust (the proposed transaction). The Waimea Trust is a discretionary family trust established by a deed of trust dated 20 June 2000 for the benefit of Nicholas Peter Gordon and Lynda Rae Gordon.

The proposed transaction will result in Nicholas Peter Gordon and Richard Anthony Johnston having an increase in the extent to which they share in the holding or controlling of ZIN voting rights. By operation of rule 6(2) (c) of the Code, Nicholas Peter Gordon and Richard Anthony Johnston will be deemed to have become the holders or controllers of an increased percentage of voting rights in ZIN for the purposes of rule 6(1) of the Code.

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

• although the proposed transaction will result in Nicholas Peter Gordon and Richard Anthony Johnston (as trustees of the Gordon Family Trust) each increasing the extent to which they share in the holding or controlling of ZIN voting rights, there will be no effective change in the control of those voting rights; and
• the shareholders of ZIN will not be disadvantaged by not having the opportunity to vote on the proposed transaction because the transaction will have no real effect on those shareholders.

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.