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Takeovers Code (Class Exemptions)
Notice (No 2) 2001
Part 2
Exemptions for certain allotments of voting securities
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- Exemption for public offer of voting securities
[This exemption was revoked by Takeovers Code (Class Exemptions) Exemption Notice (No 2) 2001 Amendment Notice 2006]
- Exemption for allotments pursuant to pro rata offer: increased voting control eliminated within 6 months after increase
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(1) |
Every person who increases voting control as a result of an allotment of voting securities by a code company is exempted from rule 6(1) of the Code in respect of that increase in voting control. |
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(2) |
The exemption is subject to the condition that-
| (a) |
the allotment is made pursuant to-
| (i) |
an offer of voting securities that is made pro rata to all holders of a class of voting securities in the code company, and in respect of which each person, the allotment to whom of voting securities resulted in the increase, or part of the increase, in voting control (an allottee),-
| (A) |
acquired no more than the allottee's pro rata share of the securities offered; or |
| (B) |
if the allottee is a nominee company, bare trustee of a trust, or sharebroker, acting for a beneficiary whose increase in voting control resulted in the person's increase (or part of the person's increase) in voting control, acquired on behalf of the beneficiary no more than the beneficiary's pro rata share of the securities offered to the allottee; or |
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| (ii) |
a scheme for the reinvestment of dividends in return for voting securities or the issue of voting securities instead of dividends that is available on the same terms to all holders of the relevant class of voting securities in the code company; and |
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| (b) |
the control percentage of the person is decreased within 6 months after the increase in the person's voting control to, or below, either-
| (i) |
the control percentage of the person immediately before the increase in the person's voting control; or |
| (ii) |
if-
| (A) |
the control percentage of the person immediately before the increase in the person's voting control was more than 50%, the maximum control percentage to which the person would have been entitled under rule 7(e) of the Code at the time of the decrease had the increase not occurred; or |
| (B) |
the aggregate of the control percentages of the person and the person's associates immediately before that increase was less than 20%, 20% less the aggregate of the control percentages of the person's associates at the time of the decrease; and |
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| (c) |
the additional voting rights of the person are not exercised before that decrease. |
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- Exemption for increased voting control within 6 months after allotments pursuant to pro rata offer reduced control percentage
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(1) |
Every person whose control percentage is, or has been, decreased as a result of an allotment of voting securities by a code company is exempted from rule 6(1) of the Code in respect of any increase in the person's voting control after the decrease. |
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(2) |
The exemption is subject to the condition that-
| (a) |
the allotment was made pursuant to-
| (i) |
an offer of voting securities made pro rata to all holders of a class of voting securities in the code company; or |
| (ii) |
a scheme for the reinvestment of dividends in return for voting securities or the issue of voting securities instead of dividends that is available on the same terms to all holders of the relevant class of voting securities in the code company; and |
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| (b) |
the increase in the person's voting control occurs within 6 months after the decrease of the person's control percentage; and |
| (c) |
the increase in the person's voting control does not result in the person's control percentage exceeding the control percentage of the person immediately before its decrease, less any aggregate associate increase. |
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- Exemption for increased voting control within 6 months after allotments pursuant to non-pro rata offer reduced control percentage
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(1) |
Every person whose control percentage is, or has been, decreased as a result of an allotment of voting securities by a code company is exempted from rule 6(1) of the Code in respect of any increase in the person's voting control after the decrease. |
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(2) |
The exemption is subject to the condition that-
| (a) |
the allotment was not made pursuant to-
| (i) |
an offer of the kind described in clause 9(2)(a)(i);
or |
| (ii) |
a scheme of the kind described in clause
9(2)(a)(ii); and |
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| (b) |
the increase in the person's voting control occurs within 6 months after the decrease of the person's control percentage; and |
| (c) |
the increase in the person's voting control does not result in the person's control percentage exceeding the lesser of-
| (i) |
the percentage that exceeds by 5 the control percentage of the person immediately before the increase in the person's voting control, less any aggregate associate increase; or |
| (ii) |
the control percentage of the person immediately before its decrease, less any aggregate associate increase. |
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