The offer document was sent to AIAL shareholders on 14 December 2007. The offer document contained a statement indicating that a broker handling fee may be paid by the offeror, if the offeror chose to do so.
On the same day an announcement was made that included terms and conditions for the payment of the handling fee that were not included or anticipated in the offer document. In particular a condition required that, in order for brokers to be eligible to obtain payment of the fee, the brokers’ stamps had to appear on not just accepting shareholders’ acceptance forms but also on accepting shareholders’ voting forms and the shareholder had to have voted to approve the partial offer being made.
There was no suggestion in CPPIB’s offer document that the payment of the broker handling fee was conditional on acceptance forms being accompanied by voting forms where shareholders had voted in favour of the offer being made. The Panel took a preliminary view that the broker handling fee may have amounted to a variation of the terms of the offer and may have also resulted in the offer document being misleading by omission.
Following discussions with the Panel, CPPIB decided to withdraw the qualification to the payment of broker handling fees that required shareholders to also approve of the offer.
Advisers should ensure that if broker handling fees are to be paid by an offeror, the offer document makes an express statement of that fact and sets out the terms and conditions which apply to their payment.
Panel becomes employer of its executive staff
The Panel is pleased to announce two recent appointments to the Panel executive.
Kerry Morrell has been appointed as the Panel’s first Chief Executive Officer. Kerry is a chartered accountant who was employed by the Securities Commission for 17 years. For the last seven of those years he was the Senior Executive Officer of the Panel, prior to accepting the position of Chief Executive Officer.
Margaret Bearsley has been appointed as the Panel’s first General Counsel. Margaret was employed by the Securities Commission for three years as a Senior Lawyer for the Panel, prior to accepting the new position.
Kerry Morrell
Chief Executive Officer
Margaret Bearsley
General Counsel
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HOW TO CONTACT US
Takeovers Panel
Level 8, Unisys House
56 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
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.
