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Statement of Intent: 2007/2008 - 2010

STATEMENT OF INTENT

2007/2008 - 2010

2. THE NATURE AND SCOPE OF THE PANEL'S FUNCTIONS AND INTENDED OPERATIONS

2.1
The Panel is the regulator of the corporate takeovers market. The scope of its activities is limited to activities affecting Code companies.

2.2
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.

2.3
The Panel administers the rules (i.e. the Code) under which the market operates. This includes reviewing all the main takeover documents. It may include 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 unexpected or unintended consequences. The Panel approves the independent advisers who must report to shareholders 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.

2.4
Where Code companies are proposing transactions involving a change of control effected under the scheme of arrangement provisions of the Companies Act 1993 the Panel will seek to be heard in the High Court when initial orders are being sought.

2.5
Given the tight timeframes for takeover procedures in the Code, the timetables requested from the Courts for Companies Act processes, and the size of the transactions involved, the Panel has to operate under considerable time pressure in many of the activities it undertakes.

2.6
The Panel intends to continue to undertake a number of operational activities in the coming years including:

  1. Enforcement activities, ranging from reviewing takeover documents, investigating complaints, convening formal meetings to exercise its enforcement powers and seeking orders from the Courts where necessary;
  2. Interventions in the High Court where schemes of arrangement are being proposed under Part 15 of the Companies Act involving changes of control of Code companies;
  3. Approval activities, including the approval of independent advisers and the appointment of independent experts when required under the Code;
  4. Exemption activities, including the consideration and granting of individual and class exemptions for a range of events and transactions that are covered by the Code but where some relief from its requirements is appropriate;
  5. Promoting public understanding, including publication of Code Word and the issue of practice notes and guidance notes to inform the market about the Panel's decisions and policies and to assist practitioners in the market to understand how the Panel views various issues.

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