THE PANEL IS VERY RELUCTANT TO STEP INTO THE SHOES OF THE SHAREHOLDER
The Panel has declined some applications for exemption in respect of increases in the control of voting rights where approval can be sought from shareholders under rules 7(c) (for an acquisition) or 7(d) (for an allotment).

In general the Panel is reluctant to “step into the shoes of shareholders” by removing their discretion to approve or reject an increase in control.

BLANKET EXEMPTIONS
The Panel will resist granting blanket exemptions. It has declined a blanket exemption application that arose under the special provisions of a Code company’s constitution.

The Panel is always alive to the dangers of avoidance activities and prefers to deal with specific transactions where the effect on voting rights and the control of the Code company is absolutely clear.

IN SUMMARY
The Panel is reluctant to grant exemptions, but does so primarily to deal with technicalities where it is difficult or impossible to comply strictly with the express requirements of the Code. An overriding requirement in all cases is that the exemption must be consistent with the objectives of the Code.
 

 

Proposed Amendments To The Takeovers Code
A discussion paper on proposed amendments to the Takeovers Code was released this month.

The proposed amendments are of a technical nature and do not change the fundamental policy underlying the Code.

The Panel’s proposed changes to the Code aim to:


  • improve some of the wording;
  • remove a few anomalies;
  • reduce potential confusion of offerees and voting shareholders; and
  • facilitate the efficient operation of the market for corporate control.

The Panel welcomes submissions on its proposals and is open to alternative suggestions and comments.

The discussion paper Proposed Amendments to the Takeovers Code is published on our website and available in hard copy from our offices, phone (04) 471 4618.

Closing date for submissions is Monday 19 May 2003.

Keep Up To Date With Panel Decisions
All Takeovers Panel decisions, news releases, exemptions, reports and issues of Code Word are available from the Panel’s website, www.takeovers.govt.nz.

Recent decisions include determinations under s.32 of the Takeovers Act and exemptions granted by the Panel.

You can register on the site’s home page to receive an email alert when something new is added. Register now, to keep up to date with our activities.
 

See our website ... www.takeovers.govt.nz for:
  • Exemptions granted from the Code
  • The Takeovers Code Approval Order 2000 (the Takeovers Code)
  • Other legislation relating to takeovers
  • All issues of Code Word
Register on www.takeovers.govt.nz to receive email alerts to new information posted on the site.
If you wish to receive Code Word in hard copy or by email please contact catherine.chapman@sec-com.govt.nz
How to contact us Disclaimer
Code Word is produced for general information only. The Takeovers Panel does not assume any responsibility for giving legal or other professional advice and disclaims any liability arising from the use of the information.
If you require legal or other expert advice you should seek assistance from a professional adviser.
Takeovers Panel
Level 12, Reserve Bank Building
2 The Terrace
PO Box 1171
Wellington 		Phone: 64 4 471 4618
Fax: 64 4 471 4619
Email: takeovers.panel@takeovers.govt.nz
Website: www.takeovers.govt.nz
 
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