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6 July 2005
The Takeovers Panel held a meeting on 30 June 2005 to determine whether certain shareholders of Calgary Petroleum Limited (Calgary) had complied with the Code when increasing their voting control in the company. The increases were the result of allotments following a pro-rata rights offer made by the company in March/April 2005.
The Panel's meeting was held under section 32 of the Takeovers Act 1993 in response to a complaint received from a shareholder and former director of Calgary.
Before it could consider the complaint the Panel needed to decide if Calgary was a code company. After hearing evidence and submissions from Calgary and from experts called by the Panel and Calgary the Panel was satisfied that Calgary is, and was at the time of the allotments, a code company with assets of more than $20 million.
No one shareholder in Calgary has more than 20% of the voting rights in the company. For any of those shareholders to have breached the Code they had to be associated for the purposes of the Code.
The relevant shareholders had all voted in the same way at the company's annual general meeting in May 2005 on a resolution to remove the complainant shareholder as a director of Calgary. Many had personal or business relationships with each other. In the Panel's view these facts were not enough, under the circumstances, to make them associates for Code purposes.
The Panel determined that it was satisfied that the various shareholders had complied with the Code when increasing their percentage of voting rights in Calgary in March/April 2005.
The full text of the Panel's determination is on the Panel's website at www.takeovers.govt.nz