Schemes of Arrangement & Inconsistencies between the Code & the Companies Act

Published 1 May 2006

The Panel has released a discussion paper on proposed changes to its policy on the use of its exemption powers to enable changes of control of Code companies using schemes of arrangement under Part XV of the Companies Act 1993.

The paper also discusses the relationship between the Code and the Companies Act in respect of schemes of arrangement.

The Panel has watched with interest the proposed amalgamation of Waste Management NZ Limited and Transpacific Industries Group Limited under Part XIII of the Companies Act. This use of the amalgamation provisions in the Companies Act raises similar concerns to those raised in the Panel’s discussion paper on schemes of arrangement.

The Panel will carefully consider the issues arising out of the relationship between Parts XIII and XV of the Companies Act and the Takeovers Code as part of its function to keep the law relating to takeovers of Code companies under review.