2001/217
Securities Act (Takeovers) Exemption Notice 2001
Pursuant to the Securities Act 1978, the Securities Commission gives the following notice.
Contents
Notice
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Title This notice is the Securities Act (Takeovers) Exemption Notice 2001. |
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Part 1 Preliminary |
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| 2 | Commencement This notice comes into force on the day after the date of its notification in the Gazette. |
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| 3 | Expiry This notice expires on the close of 31 July 2006. |
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| 4 | Interpretation | ||||||||||||
| (1) | In this notice, unless the context otherwise requires,- Act means the Securities Act 1978 annual report means the annual report and financial statements (including the auditor's report on those financial statements) that the issuer is required by the rules of the Exchange to send to equity security holders of the issuer Code means the Takeovers Code approved by the Takeovers Code Approval Order 2000 code offer means a full offer or a partial offer for voting securities of a target company made in accordance with the Code; and includes an acquisition of voting securities in a target company under Part 7 of the Code Exchange means the New Zealand Stock Exchange full offer has the same meaning as in rule 3(1) of the Code half-yearly report means the half-yearly report and financial statements (including the auditor's report on those financial statements, if any) that the issuer is required by the rules of the Exchange to send to equity security holders of the issuer interim report means any interim report and interim financial statements (including the auditor's report on those financial statements, if any) that the issuer has sent to equity security holders of the issuer (other than the half-yearly report) listed company means a company that is a party to a listing agreement with the Exchange offer document has the same meaning as in rule 3(1) of the Code offeror means a person who makes a code offer partial offer has the same meaning as in rule 3(1) of the Code quoted securities means equity or debt securities that-
target company has the same meaning as in rule 3(1) of the Code target company statement has the same meaning as in rule 3(1) of the Code unquoted securities means equity or debt securities, other than quoted securities, that are offered as considerastion or part consideration for a code offer voting security has the same meaning as in rule 3(1) of the Code. |
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| (2) | Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations. | ||||||||||||
Part 2 Exemption from regulation 3(1) and (2) of Securities Regulations 1983 for quoted equity and debt securities |
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| 5 | Application of this Part This Part applies to quoted securities that are equity securities or debt securities and that are offered as consideration or part consideration for a code offer. |
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| 6 | Exemption from First Schedule of Securities Regulations
1983 for issuers of quoted equity securities Every issuer and every person acting on its behalf are exempted from regulation 3(1) of the Regulations in the case of quoted securities that are equity securities. |
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| 7 | Exemption from Second Schedule of Securities
Regulations 1983 for issuers of quoted debt securities Every issuer and every person acting on its behalf are exempted from regulation 3(2) of the Regulations in the case of quoted securities that are debt securities. |
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| 8 | Condition The exemptions are subject to the condition that the registered prospectus for the offer of the quoted securities contains the following information or is accompanied by the following documents:
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Part 3 Exemption from certain provisions of First and Second Schedules of Securities Regulations 1983 for unquoted equity and debt securities |
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| 9 | Application of this Part This Part applies to unquoted securities that are equity securities or debt securities and that are offered as consideration or part consideration for a code offer. |
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| 10 | Exemption from certain provisions of First Schedule of
Securities Regulations 1983 for issuers of unquoted
equity securities Every issuer and every person acting on its behalf are exempted from the following provisions of the First Schedule of the Regulations in the case of unquoted securities that are equity securities:
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| 11 | Conditions | ||||||
| (1) | The exemption from clause 1(4) of the First Schedule of the Regulations is subject to the condition that the registered prospectus for the unquoted securities contains the following statement:
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| (2) | The exemption from clause 10(1)(b) of the First Schedule of
the Regulations is, if the issuer is also the offeror, subject to the condition that the registered prospectus for the securities contains a statement of-
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| (3) | The exemption from clause 10(2) of the First Schedule of the Regulations is, if the issuer is also the offeror, subject to the condition that the prospective statement of cash flows required by clause 10(1)(c) of the First Schedule of the Regulations shows-
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| (4) | The exemption from clause 11(3)(b) of the First Schedule of the Regulations is subject to the conditions that-
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| 12 | Exemption from certain provisions of Second Schedule
of Securities Regulations 1983 for issuers of unquoted debt securities Every issuer and every person acting on its behalf are exempted from the following provisions of the Securities Regulations 1983 in the case of unquoted securities that are debt securities:
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| 13 | Conditions | ||||||
| (1) | The exemption from clause 1(4) of the Second Schedule of the
Regulations is subject to the condition that the registered prospectus for the unquoted securities contains the following statement:
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| (2) | The exemption from clause 8(3)(b) of the Second Schedule of
the Regulations is subject to the conditions that-
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Part 4 Exemption from clauses 1 and 5 of Schedule 3D of Securities Regulations 1983 for quoted and unquoted equity and debt securities |
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| 14 | Application of this Part This Part applies to offers of quoted and unquoted equity and debt securities that are offered as consideration or part consideration for a code offer. |
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| 15 | Exemption from clauses 1(1) and 5 of Schedule 3D of Securities Regulations 1983 for issuers of quoted and unquoted equity and debt securities | ||||||||||
| (1) | Every issuer and every person acting on its behalf are exempted, in the case of quoted or unquoted equity or debt securities, from the requirement to include in an investment statement in the list of questions referred to in clause 1.1 of Schedule 3D of the Regulations, the question ''How much do I pay?'' | ||||||||||
| (2) | Every issuer and every person acting on its behalf are exempted, in the case of quoted and unquoted equity or debt securities, from clause 5 of Schedule 3D of the Regulations and the italicised question above that clause. | ||||||||||
| 16 | Conditions | ||||||||||
| (1) | The exemption granted by clause 15(1) is subject to the condition that, in place of the question ''How much do I pay?'', the investment statement includes the question ''What will this cost me?'' | ||||||||||
| (2) | The exemption granted by clause 15(2) is subject to the condition that the investment statement-
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Dated at Wellington this 21st day of August 2001.
The Common Seal of the Securities Commission was affixed in the presence of:
| M. R. H. Webb, Chairperson. |
Explanatory note
This note is not part of the notice, but is intended to indicate its general effect.
This notice comes into force on the day after the date of its notification in the Gazette and expires on 31 July 2006.
The notice exempts issuers of quoted and unquoted equity and debt securities offered as consideration or part of the consideration for a takeover under the Takeovers Code from compliance with provisions of the Securities Regulations 1983 (the Regulations). The notice applies to full and partial offers under the Takeovers Code and to compulsory acquisitions under Part 7 of the Code.
Quoted securities are equity or debt securities that-
- are issued by a listed company; and
- have been quoted on the New Zealand Stock Exchange continuously for at least 12 months before the making of a code offer or belong, or will when issued belong, to a class of equity or debt securities that has been quoted continuously for at least 12 months before the making of a code offer.
Unquoted securities are equity or debt securities, other than quoted securities.
The exemptions differ depending on whether the securities are quoted or unquoted securities.
Part 1 of the notice relates to the commencement and expiry of the notice. It also defines terms used in the notice.
Part 2 of the notice applies to quoted equity and debt securities.
Clause 6 exempts issuers of quoted equity securities from the requirements of the First Schedule of the Regulations.
Clause 7 exempts issuers of quoted debt securities from the requirements of the Second Schedule of the Regulations.
The exemptions in clauses 6 and 7 are subject to the condition that the registered prospectus discloses the name of the issuer and its relationship with the takeover offeror and certain financial information about the issuer. The financial information is the same as that required in a takeover notice by clause 18 of Schedule 1 of the Takeovers Code.
Part 3 of the notice applies to unquoted equity and debt securities.
Clause 10 exempts issuers of unquoted equity securities, subject to the conditions in clause 11, from clauses 1(4), 2(a) and (b), 10(1)(b) and (2), and 11(3)(b) of the First Schedule of the Regulations. The exemption from clause 11(3)(b) of the First Schedule applies only to the extent that the provision relates to the target company.
Clause 12 exempts issuers of unquoted debt securities, subject to the conditions in clause 13, from clauses 1(4), 2(a) and (b), and 8(3)(b) of the Second Schedule of the Regulations. The exemption from clause 8(3)(b) of the Second Schedule applies only to the extent that the provision relates to the target company.
Part 4 of the notice relates to both quoted and unquoted equity and debt securities.
Clause 15 exempts issuers of quoted and unquoted equity and debt securities, subject to the conditions in clause 16, from clauses 1(1) and 5 of Schedule 3D of the Regulations. Schedule 3D sets out the information that must be included in an investment statement for an offer of securities.
Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette: 23 August 2001.
This notice is administered in the Securities Commission.