Recent changes to the Takeovers Act increased the number of members from eight to eleven to assist the Panel in managing its workload. The Minister appointed Anthony Frankham and Suzanne Suckling to fill two of those new positions, each for a three-year term.

Mr Frankham is a principal and director of Frankham Lyne Limited, an Aucklandbased specialist financial investigation and business valuation practice. He has acted as independent appraiser of several companies subject to offer and has been involved as a director of 10 listed companies that have been the subject of takeover offers.

He is a director of Auckland International Airport Limited, and a director and chairman of New Zealand Experience Limited. He is chairman of the Audit Office’s New Zealand Audit Committee, chairman of the Institute of Chartered Accountants Disciplinary Tribunal, and a former member of the Securities Commission. Mr Frankham is a life member of the Institute of Chartered Accountants.

Ms Suckling is a South Island company director and business consultant with indepth commercial experience with large and small organisations in both the public and private sectors. She has a very strong understanding of New Zealand’s legislative framework and compliance obligations of commercial organisations, with 17 years of governance experience.

ROLE OF THE TAKEOVERS PANEL

The Takeovers Code came into effect on 1 July 2001. The Panel is responsible for implementing the Code and carrying out the enforcement functions outlined in the Takeovers Act 1993. These functions include:

• keeping under review the law relating to takeovers and recommending changes to the Minister;
• investigating any act or omission or practice for the purpose of exercising its enforcement powers under the Act;
• making determinations and orders, and making applications to the Court in accordance with the Act;
• co-operating with any overseas regulator where the Panel considers it may assist that regulator in the performance of its functions; and
• promoting public understanding of the law and practice relating to takeovers.

Under the Takeovers Act 1993, the Panel is required to have a minimum of five and up to eleven full members appointed from time to time by the Minister. At present the Panel has 10 members.

PRACTICE NOTE – VARIATIONS OF CODE OFFERS
Rule 27 of the Code provides that an offeror may vary a takeover offer:

• to increase an existing component or components of the consideration;
• to add a cash component to the consideration;
• to include in the offer a cash alternative (if the directors of the target company have given their prior written approval).

The Panel has been asked to clarify whether an offeree who has accepted a particular alternative of a takeover offer, such as a cash or scrip alternative, can amend or revoke that acceptance in the event that the takeover offer is varied in accordance with the Code.