This Statement of Intent for the Takeovers Panel ("the Panel") relates to the 2006/2007 financial year and each of the following two financial years.

The Panel is the regulator of the market for the control of "public" companies in New Zealand. It achieves this through the administration of the provisions of the Takeovers Code ("the Code") and the Takeovers Act 1993 ("the Act"). It carries out a quasi-judicial function when exercising some of its powers.

By the start of 2006/2007, or shortly thereafter, the companies coming within the scope of the Code ("Code companies") will comprise New Zealand registered companies whose voting securities are listed on the NZX, or were at any time in the previous 12 months, and those companies with 50 or more shareholders.

The Panel administers the rules for takeovers, including making restraining orders when infringements occur. From time to time the Panel grants exemptions from the Code where the rules do not fit the circumstances or would have unintended consequences. The Panel approves the independent advisers who must report on most Code transactions. It informs the market and educates the public about takeovers law and it also advises the Minister on changes it considers are needed to takeovers law.

Given the tight timeframes for takeover procedures in the Code and the size of the transactions involved the Panel has to operate under considerable time pressure in many of the activities it undertakes.

The Panel is a committee of the market. All its members are currently active participants in the corporate world. Members are variously lawyers, company directors, share brokers, merchant bankers, accountants or financial advisers. One member is an Australian lawyer who is also a member of the Australian Takeovers Panel.

The Panel is supported by an executive based in Wellington. The executive is supplied by the Securities Commission under the terms of a memorandum of understanding entered into between the Panel and the Commission. The Panel pays the Commission on the basis of the hours worked for the Panel by professional staff. The rate paid covers the overheads provided by the Commission such as library and secretarial support, premises, computer and phone systems as well as the salary and superannuation costs of staff. The Panel has no employees of its own.

The Panel has regular contact with all market participants, including their advisers.

The Panel's powers to intervene in takeover transactions mean that legal advisers have to take a very close interest in how the Panel interprets the Code. The executive assists the market in this regard.

In summary, the Panel operates actively in a very high-end market, generally being involved in many of the major corporate transactions being undertaken in New Zealand. It must be professional and responsive to be effective.