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Takeovers Code (Class Exemptions)
Notice (No 2) 2001
Part 3
Miscellaneous exemptions
- Exemption for lenders and receivers
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(1) |
Every person who is a lender, an upstream party of a lender, or a receiver appointed by a lender is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that the increase in the person’s voting control results only from the lender or the receiver (as the case may be) holding or controlling voting rights pursuant to the terms of a security interest that—
| (a) |
is held by the lender, or secures obligations owed to the
lender that arise, in the ordinary course of the lender’s business of lending money or providing other financial services; and |
| (b) |
was granted and is held in relation to a bona fide transaction for the lending of money or the provision of financial services that does not have a collateral purpose of enabling a person to increase the person’s voting control otherwise than in compliance with the Code. |
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- Exemption for persons whose associates include lenders or receivers
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(1) |
Every person, an associate of whom is exempted by clause 11 from rule 6(1) of the Code, is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that—
| (a) |
the increase in voting control by the person would comply with rule 6(1)(a) of the Code if the associate’s additional voting rights were held and controlled by a non-associate of the person; and |
| (b) |
the person does not control the associate’s additional voting rights. |
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- Exemption for proxies
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(1) |
Every person who is, or is an upstream party of, a person appointed to be a proxy for another person to vote at a meeting of holders of voting securities of a code company is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that—
| (a) |
the increase in the person’s voting control results only from the person’s appointment as a proxy for a meeting (including any reconvened meeting following an adjournment of the meeting) after notice of that meeting has been given; and |
| (b) |
no consideration is provided, directly or indirectly, by, or on behalf of, the person or any associate of the person to, or for, the benefit of the appointor or any associate of the appointor in connection with the person’s appointment as proxy. |
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- Exemption for persons whose associates include proxies
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(1) |
Every person, an associate of whom is exempted by clause 13 from rule 6(1) of the Code, is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that—
| (a) |
the increase in voting control by the person would comply with rule 6(1)(a) of the Code if the associate’s additional voting rights were held and controlled by a non-associate of the person; and |
| (b) |
the person does not control the associate’s additional voting rights. |
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- Exemption for corporate representatives
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(1) |
Every person who is appointed by resolution of the directors or other governing body of a body corporate to act as its representative at a meeting of holders of voting securities of a code company is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that—
| (a) |
the increase in the person’s voting control results only from the person’s appointment as a corporate representative; and |
| (b) |
no consideration is provided, directly or indirectly, by, or on behalf of, the person or any associate of the person to, or for, the benefit of the appointor or any associate of the appointor in connection with the person’s appointment as corporate representative. |
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- Exemption for persons whose associates include corporate representatives
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(1) |
Every person, an associate of whom is exempted by clause 15 from rule 6(1) of the Code, is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that—
| (a) |
the increase in voting control by the person would comply with rule 6(1)(a) of the Code if the associate’s additional voting rights were held and controlled by a non-associate of the person; and |
| (b) |
the person does not control the associate’s additional voting rights. |
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- Exemption for sharebrokers
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(1) |
Every person who is, or is an upstream party of, a sharebroker is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that—
| (a) |
the increase in the person’s voting control results only from the sharebroker acting for a beneficiary in the ordinary course of business as a sharebroker; and |
| (b) |
the person is not the beneficiary, or an upstream party of the beneficiary; and |
| (c) |
the sharebroker exercises the additional voting rights only at the direction of the beneficiary. |
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- Exemption for persons whose associates include sharebrokers
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(1) |
Every person, an associate of whom is exempted by clause 17 from rule 6(1) of the Code, is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that—
| (a) |
the increase in voting control by the person would comply with rule 6(1)(a) of the Code if the associate’s additional voting rights were held and controlled by a non-associate of the person; and |
| (b) |
the person does not control the associate’s additional voting rights. |
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- Exemption for underwriters
[This exemption has been replaced by the Takeovers Code (Professional Underwriters) Exemption Notice 2004 (2004/138).]
- Exemption for executors, trustees, and administrators
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(1) |
Every person who is, or is an upstream party of, an executor, trustee, or administrator of the estate of a deceased person is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that the increase in
the person’s voting control results only from—
| (a) |
the transmission of any property to the person in accordance
with the terms of the will; or |
| (b) |
the transmission of any property to the person in accordance
with any applicable law relating to intestacy. |
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- Exemption for persons whose associates include executors, trustees, or administrators
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(1) |
Every person, an associate of whom is exempted by clause 20 from rule 6(1) of the Code, is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that—
| (a) |
the increase in voting control by the person would comply with rule 6(1)(a) of the Code if the associate’s additional voting rights were held and controlled by a non-associate of the person; and |
| (b) |
the person does not control the associate’s additional voting rights. |
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- Exemption for beneficiaries of wills and intestacies
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(1) |
Every person who is a beneficiary of a deceased person’s estate is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that the increase in the person’s voting control results only from the transfer of property to the person in accordance with—
| (a) |
the terms of the will and the person is named, either directly or by reference to a class of persons, as a beneficiary in the will; or |
| (b) |
any applicable law on intestacy. |
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- Exemption for nominee companies and bare trustees of trusts
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(1) |
Every person who is a nominee company or a bare trustee of a trust is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that—
| (a) |
the increase in the person’s voting control results only
from the person holding voting rights for a beneficiary—
| (i) |
in the ordinary course of its business as a nominee company; or |
| (ii) |
as a bare trustee of a trust; and |
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| (b) |
the person does not control the voting rights. |
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- Exemption for persons whose associates include nominee companies or bare trustees
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(1) |
Every person, an associate of whom is exempted by clause 23 from rule 6(1) of the Code, is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that—
| (a) |
the increase in voting control by the person would comply with rule 6(1)(a) of the Code if the associate’s additional voting rights were held and controlled by a non-associate of the person; and |
| (b) |
the person does not control the associate’s additional voting rights. |
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- Exemption for transfers within wholly-owned groups
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(1) |
Every person who is a member of a group is exempted from rule 6(1) of the Code in respect of any increase in the person’s voting control. |
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(2) |
The exemption is subject to the condition that—
| (a) |
the person’s increase in voting control results from a transfer of voting securities in—
| (i) |
a code company from a member of the group to another member of the group; or |
| (ii) |
a member of the group, other than the group parent, from a member of the group to another member of the group; and |
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| (b) |
the group parent has control of the voting securities in
the code company before and after the transfer. |
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- Exemption for share register disclosure
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(1) |
Every code company is exempted from the requirement under rule 47 of the Code to send a copy of its securities register to the Panel at the time that a copy of that register is sent to an offeror under rule 42(2) of the Code. |
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(2) |
The exemption is subject to the condition that, immediately after the code company complies with rule 42(2) of the Code, the code company confirms in writing to the Panel that—
| (a) |
the code company has complied with rule 42(2) of the
Code; and |
| (b) |
the securities register will be made available to the Panel and its representatives for inspection on request by the Panel. |
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- Revocation
The Takeovers Code (Class Exemptions) Notice 2001 (SR 2001/133) is revoked.
Dated at Wellington this 27th day of June 2001.
The Common Seal of the Takeovers Panel was affixed in the presence of:
| [L.S.] |
J C King,
Chairperson. |
Statement of Reasons
Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette: 29 June 2001.
This notice is administered by the Takeovers Panel.
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