6. APPENDIX

CODE TAKEOVER

This flowchart assumes that the offeror and/or target company are listed on the exchange. It is a simplified takeover process and as such does not cover all variations that may occur in a takeover process.

A. Offeror serves takeover notice of intention to make an offer to Target Company and sends a copy to Takeovers Panel			Typical # days ? Typical costs?
B. Offeror sends Target Company written notice specifying record date for the offer. Within 2 days after the record date Target Company must provide offeror a copy of securities register (i.e. list of shareholders to whom the offer relates)			Typical # days ? Typical costs?
C. After 14 days of sending the takeover notice, but no more than 30 days, Offeror sends takeover offer to shareholders of Target Company and a despatch notice (i.e. stating that the offer has been sent) to the Target Company, the Exchange and Companies Office			Typical # days ? Typical costs?
D. Within 14 days of receiving either (a) the takeover notice or (b) a despatch notice, Target Company sends Target Company Statement to (i) Offeror, Takeovers Panel and Companies Office or (ii) all those in (i) plus its shareholders directly, if it has received a despatch notice			Typical # days ? Typical costs?
E. While the normal maximum timeframe for a takeover offer is 90 days, it can be extended to a maximum of 150 days, after which the offer must be closed.			Typical # days ? Typical costs?
F. The takeover offer either runs to completion, or is withdrawn with consent of Panel or lapses			Typical # days ? Typical costs?
G. Compulsory acquisition: The rules can be triggered either through a takeover offer (i.e. the Offeror reaches 90% or more of the shareholding), or outside of any takeover offer, e.g. Where a major shareholder 'creeps' up to 90% (under Rule 7(e) of the Code). Under the compulsory acquisition rules, the Offeror can compulsorily acquire the rest of the shares in the Company			Typical # days ? Typical costs?

This chart is reproduced with the kind permission of the Ministry of Economic Development

AMALGAMATION

Two or more companies agree upon an amalgamation proposal that complies with Section 220 of the Act. Proposal must include the changes to the share structure of the amalgamating companies (e.g. what shares are being cancelled and what consideration for cancellation).			Typical # days ? Typical costs?
The board of each amalgamating company certify that the amalgamation is in the best interests of the company and that the amalgamated company will immediately after the amalgamation becomes effective satisfy the solvency test.			Typical # days ? Typical costs?
The board of each amalgamating company sends to each shareholder a copy of the proposal, the board certificates and a notice disclosing prescribed information including buy-out rights.			Typical # days ? Typical costs?
A copy of the amalgamation proposal is sent to every secured creditor of the company and public notice of amalgamation given.			Typical # days ? Typical costs?
The amalgamation proposal is approved by the shareholders of each amalgamating company by way of a special resolution			Typical # days ? Typical costs?
The amalgamation proposal and other prescribed documents are delivered to the Registrar of Companies for registration.			Typical # days ? Typical costs?
The Registrar will issue a Certificate of Amalgamation giving legal effect to the amalgamation. This is issued on the date that the amalgamation is to be effective (as provided in the proposal). The effective date cannot be less than twenty working days after the notices have been given as per steps 3 and 4 above.			Typical # days ? Typical costs?

This chart is reproduced with the kind permission of Quigg Partners, Barristers & Solicitors

SCHEMES OF ARRANGEMENT

File documents in High Court for initial orders in relation to proposed Scheme of Arrangement (procedural steps for getting approvals)			Typical # days ? Typical costs?
High Court hearing to decide whether initial orders will be granted or not. The Takeovers Panel might look to attend if a Code Company is involved. Class rights may require different class votes			Typical # days ? Typical costs?
HIGH COURT GRANTS/DECLINES INITIAL ORDERS			Typical # days ? Typical costs?
If granted initial orders given requiring shareholder approval by specified Resolution(s) of Company X and may or may not require public notification.			Typical # days ? Typical costs?
Company X Board of Directors approves proposed Scheme of Arrangement			Typical # days ? Typical costs?
Notice of Meeting prepared (if X is listed notice of meeting and documentation needs approval of NZX)			Typical # days ? Typical costs?
Notice of Meeting despatched with reports/explanation/advice needed and/or appraisal report if it is a related party transaction or other information required by Court orders or NZX			Typical # days ? Typical costs?
Company X holds meeting and approval obtained			Typical # days ? Typical costs?
File evidence of meeting, shareholder approval with High Court and request date for final orders			Typical # days ? Typical costs?
Final orders hearing in High Court. Assume granted then Scheme approved and effective as per terms of scheme. Objections possible			Typical # days ? Typical costs?
Effective Date for Scheme			Typical # days ? Typical costs?

This chart is reproduced with the kind permission of Quigg Partners, Barristers & Solicitors