IN THIS ISSUE
  • 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
    •

    Introducing the Panel's Executive
    The people you deal with when contacting the Takeovers Panel are Senior Executive Kerry Morrell, Secretary to the Panel Tim Dolan and Communications Manager Catherine Chapman.

    The Panel’s Executive is in Wellington on the 12th Floor of the Reserve Bank Building, 2 The Terrace.

    To contact the Executive directly:

    Kerry Morrell phone 64 4 471 7654 or email kerry.morrell@takeovers.govt.nz

    Tim Dolan phone 64 4 471 7667 or email tim.dolan@takeovers.govt.nz

    Catherine Chapman phone 64 4 471 7659 or email catherine.chapman@takeovers.govt.nz

    		 
    WHAT DOES THE PANEL DO?
     THE TAKEOVERS CODE HAS BEEN OPERATING FOR 10 MONTHS. IT IS TIMELY TO SPELL OUT HOW THE PANEL CARRIES OUT ITS FUNCTIONS RELATING TO THE CODE.
    CONSIDERS AND GRANTS EXEMPTIONS FROM THE TAKEOVERS CODE
    From time to time there will be technical difficulties in complying with the Code which give rise to the need for exemptions. The Panel considers applications for exemption and grants exemptions that are appropriate but it is always concerned to ensure that the objectives of the Code are not compromised.

    There are two types of exemptions. Specific exemptions exempt a person from compliance with a particular provision or provisions of the Code; class exemptions exempt any class of person, transaction or offer from compliance with any particular provision of the Code.

    Where necessary exemptions will be subject to conditions that ensure that the underlying purpose and intent of the Code are fulfilled.

    The Act emphasises the importance of this policy by requiring the Panel to give reasons for granting an exemption. The Statement of Reasons must say why it is appropriate to grant the exemption and how the exemption is consistent with the objectives of the Code.

    The Panel will resist granting exemptions relating to the various timing requirements of the Code. With a contested takeover it is important that there is a level playing field where the contestants know and can work within the requirements of the Code. The exemption process is not to be used as a tactical weapon in a contested takeover.
     

    		Class exemptions are a standard form of exemption applying to particular classes of transactions thereby reducing the need for specific exemptions.

    The class exemptions which came into force on 1 July 2001 deal with buy-backs, allotments, lenders and receivers, proxies and corporate representatives, sharebrokers, underwriters, executors and trustees, nominee companies and bare trustees and intra-group transfers. There are now also class exemptions relating to trustee companies and to variations of full offers which are unconditional as to the level of acceptances.

    An adviser seeking an exemption should consult with the Panel Executive at an early stage. Complete disclosure of all the circumstances at the outset will minimise delays and costs.

    APPOINTS INDEPENDENT ADVISERS

    The Panel takes this task very seriously. There are two key requirements. Firstly, the independent adviser must be, and must be seen to be, independent. Secondly, the independent adviser must have the appropriate qualifications to undertake the assignment.

    The independent adviser’s report is of fundamental importance. It is required to be a report on the merits of the offer. The word “merits” is not defined but is used because of the breadth of its concept. The report is not just a valuation.

     
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