Code Word

Code Word Issue 29 (September 2011).

• Marlborough Lines Limited and Horizon Energy Distribution Limited
• New class exemption - fair scaling of acceptances of partial offers
• Target company statements - directors' disclosure obligations - specialist advice
• Offeror's intentions for the business activities of the target company - Panel's expectations for disclosures in offer document
• Law changes under Regulatory Reform Bill 2010 move forward
• Appointments to the Panel and executive team

Code Word Issue 28 (February 2011).

• Law changes for schemes of arrangement move forward
• Panel grants rule 16(b) class exemption and amends buyback class exemption
• Guidance note - rule 30 of the Code and changes to the capital structure of the target company during the offer period

Code Word Issue 27 (July 2010).

• Guidance Note - Upstream Acquisitions

Code Word Issue 26 (April 2010).

• Rule 20 of the code and collateral arrangements in a takeover
• Guidance note - payment of takeover consideration in foreign currency
• Calculating the specified percentage for a partial takeover offer
• Extension of offer period for a partial offer

Code Word Issue 25B (July 2010).

• Guidance Note: Timing rules in the Code
• Guidance Note: Rule 7(e) of the Code and joint holders or controllers of voting rights
• Delegation to Panel executive to decide straightforward applications for approval to act as an independent adviser

Code Word Issue 24 (December 2008).

• Guidance note: Recovery of expenses
• Erratum: Kerifresh transactions
• Farewell: Alastair Lawrence
• Panel appointments

Code Word Issue 23 (June 2008).

• Kerifresh transactions
• Broker handling fees
• New Panel appointments

Code Word Issue 22 (December 2007).

• New rule 64 - misleading or deceptive conduct
• Conditional acceptance facilities
• Guidance Note: The meaning of 50 or more shareholders in the definition of Code company

Code Word Issue 21 (September 2007).

• Independent Advisers
• New Members of the Takeovers Panel

Code Word Issue 20 (May 2007).

• Changes relating to shareholder meetings for approving acquisitions or allotments
• Changes relating to takeovers
• Clarification of some rules and some miscellaneous technical adjustments

Code Word Issue 19 (April 2007).

• Valediction - John King
• From the Minister of Commerce, Hon Lianne Dalziel
• From the Chairman, David Jones
• Exemptions for initial public offers
• Class exemption revoked
• Viking Capital Limited IPO exemption
• Revised policy on exemptions for Companies Act schemes of arrangement
• Waiveable offer conditions

Code Word Issue 18 (December 2006).

• The impact of the High Court and Court of Appeal decisions in respect of the Dominion Income Property Fund Limited scheme of arrangement.

Code Word Issue 17 (November 2006).

• Amendments to the Takeovers Act 1993 and the Takeovers Code

Code Word Issue 16 (May 2006).

• The Oyster Bay Case – part 2
• Rank Group
• Guidance Note - restrictive conditions
• Schemes of arrangement & inconsistencies between the Code & the Companies Act
• Misleading the Panel

Code Word Issue 15 (November 2005).

• Takeover documents : compliance with the Code
• Practice Note : Exemptions from Clause 26 of Schedule 2 of the Code
• Oyster Bay : Panel decision on omission of material information in target company statement upheld by High Court
• Update on exemptions - conversion of equity securities acquired under a takeover offer
• Update on associates - Calgary Petroleum Limited

Code Word Issue 14 (April 2005).

• Associates and acquisitions

Code Word Issue 13 (January 2005).

• Guidance Note - the Takeovers Panel’s exemption power

Code Word Issue 12 (June 2004).

• The Code in action
  • Independent expert appointed
  • Clause 20 – disclosure of valuations
  • Panel intervenes in takeover
  • Exemptions from rule 22
• Recent issues
  • Panel considers allegations of defensive tactics
  • Directors certificates
• Professional underwriters class exemption
• Technical amendments to the Code
• The Panel meets the markets

Code Word Issue 11 (March 2004).

• How the Code applies to lock-up agreements
• Policy issues
  • Exemptions for schemes of arrangement
  • Scrip offers
  • Fees for section 32 meetings
• Recent cases
  • Richmond / PPCS – class exemption
  • Dominion Retail / Tri-City – misleading offer document
  • Cedenco / SK Foods – compulsory acquisition exemption
• Underwriters exemption review

Code Word Issue 10 (October 2003).

• Independent Advisers – Lowe Corporation and Rule 20
• Buyback Class Exemption – TrustPower
• Rule 6(2) – Associates – Designer Textiles – Gould Holdings Limited
• Associates – Aggregation of Holdings – Designer Textiles - Rutherford Family
• Initial Public Offering – Jade Exemption
• Underwriting – GPG / Tower
• Defensive Tactics – Toll and Tranz Rail

Code Word Issue 09 (April 2003).

• Guidance Note to assist independent advisers
• Minister announces Panel appointments
• Practice Notes – variations of Code offers & variable pricing
• Comments on exemptions declined
• Discussion paper – proposed amendments to the Code
• Keep up to date with Panel decisions

Code Word Issue 08 (December 2002).

• Comment on Exemptions
  • Class exemptions
  • Exemptions relating to notices of meeting
  • Exemptions relating to upstream acquisitions

Code Word Issue 07 (September 2002).

• Explanation of the anti-avoidance provisions of the Takeovers Code
  • Part 1 Control and Associates under Rule 6(1)
  • Part 2 The Deeming Provisions in Rule 6(2)

Code Word Issue 06 (September 2002).

• Clause 13 of Schedule 1 of the Code
• Clauses 6 and 7 of Schedule 1 of the Code
• Conditions in Takeover Offers - Payment of Consideration
• Takeover Offers - Rule 25(1) & Clause 9 of Schedule 1 of the Code

Code Word Issue 05 (May 2002).

• What does the Panel do?
• Introducing the Panel's executive
• John King joins the Australian Panel
• Comment on exemptions
• 'Creeping' under rule 7(e)
• Hon Paul Swain comments on the Code
• How to contact us

Code Word Issue 04 (December 2001). -

• The Code’s First 100+ days
• Denis Byrne joins the Panel
• Comments on Exemptions
• Comment on Rule l6
• Comments on Independent Advisors
• Comments on Enforcement
• Members of the Panel
• How to contact us

Code Word Issue 03 (September 2001).

• Policy on the approval of independent advisers
• Policy on the appointment of experts
• Policy relating to receipt of takeovers documents
• Guide to applying for exemptions from the Takeovers Code
• Format for an application for exemption

Code Word Issue 02 (June 2001).

• Class Exemptions from the Takeovers Code - a summary
• Transitional provisions
• How the code permits increases in voting rights - a thumbnail guide
• No mandatory bid in New Zealand Takeovers Code
• Frequently asked questions
• Relationship between the Takeovers Panel and the Securities Commission
• How to contact us

Code Word Issue 01 (February 2001).

• The Takeovers Panel & its members
• The Code in business language
• Seeking Panel members
• How to contact us