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Guidance

Forms and Templates

Guidance » Forms and Templates
  • Takeovers Code Overview
  • Guidance Notes
    • Control and Association
      • 1- Introduction
      • 2- Control
      • 3- Association
      • 4- Panel Guidance
      • 5- Lock-up agreements
      • 6- What does this mean for parties that are not associates?
      • 7- Shareholders’ agreements
      • 8- Application of the Anti-avoidance rules in “live” examples
      • 9- Documents & Appendices
    • Compulsory Acquisition
      • 1- Introduction
      • 2- Dominant Ownership
      • 3- Notices
      • 4- Consideration
      • 5- Certified Fair and Reasonable Amount
      • 6- Challenge to the Specified Consideration
      • 7- Payment of Specified Consideration/Final Consideration
      • 8- Registration of dominant owner as holder of outstanding securities
    • Costs Recovery
      • 1- Introduction
      • 2- Cost reimbursement procedure
      • 3- Costs that are “properly incurred”
      • 4- Costs incurred “in relation to” the takeover process
      • 5- The Panel’s fees
    • Creeping Acquisitions
      • 1- Introduction
      • 2- Special scenarios: joint holders or controllers and associates
    • Defensive Tactics
      • 1- Introduction
      • 2- Meaning of defensive tactics
      • 3- Provisos
      • 4- Meaning of "imminent" in rule 38(2) of the Code
    • Exemptions
      • 1- Introduction
      • 2- The Panel’s exemption power
      • 3- Cases for individual exemptions
      • 4- The Takeovers Code (Class Exemptions) Notice (No 2) 2001
      • 5- Other class exemptions
      • 6- Documents & Appendices
    • Fees and Charges
    • Independent Advisers
      • 1- Introduction
      • 2- General comments
      • 3- Reports for takeover offers
      • 4- Reports required for shareholder meetings
      • 5- Reports for Compulsory Acquisitions
      • 6- Appendices & Forms
    • Limited Partnerships
      • 1- Introduction
      • 2- Control of Code Company Voting Rights
      • 3- Disclosure in offer documents of who controls the offeror
    • Lock-up Agreements
      • 1- The Takeovers Code permits lock-up agreements
      • 2- The Code’s rules relating to lock-up agreements
      • 3- Conclusion
      • 4- Voting agreements for Schemes of Arrangement
    • Misleading or Deceptive Conduct
      • 1- Introduction
      • 2- General Comments
      • 3- Meaning of misleading or deceptive conduct
      • 4- Panel will take enforcement action against misleading or deceptive conduct
      • 5- How the Panel deals with ‘last and final statements'
      • 6- Remedies for misleading or deceptive conduct
      • 7- Panel does not want its resources wasted
      • 8- Take care when making public statements
      • 9- Rule 64 Case Studies
      • 10- Rubicon Limited – June 2009
      • 11- Marlborough Lines Limited and Horizon Energy Distribution Limited – March 2010
      • 12- Radius Properties Limited – March 2013
    • Offer Documents and Variations
      • 1- Introduction
      • 2- Panel executive available
      • 3- Approach of the Panel
      • 4- Offer conditions
      • 5- Offer terms and consideration
      • 6- Variation of partial offers
      • 7- Disclosure under Schedule 1 of the Code
      • 8- General comments in relation to offer documents
    • Rule 20 and Collateral Arrangements
      • 1- Introduction
      • 2- Examples
      • 3- Conclusion
    • Schemes of Arrangement
      • 1- Background
      • 2- Applying for a no-objection statement
      • 3- Panel’s procedure for giving the no-objection statement
      • 4- General matters
      • 5- Documents & Appendices
    • Section 32 of the Takeovers Act 1993
      • 1- Introduction
      • 2- Procedure leading up to a section 32 meeting
      • 3- Procedure at the section 32 meeting
      • 4- Determinations and procedure following a section 32 meeting
    • Target Company Statements
      • 1- Introduction
      • 2- Panel executive available
      • 3- Approach of the Panel
      • 4- Compliance with the Code
      • 5- Omission of material information in target company statement
    • Timing Rules
    • Unlisted Code Companies
      • 1- Code companies
      • 2- Why do unlisted Code companies run into difficulty with the Code?
      • 3- Contact Us
    • Upstream Acquisitions
      • 1- Introduction
      • 2- What is an upstream acquisition?
      • 3- Application of the Code
      • 4- Application for exemption
      • 5- Compliance with rule 64 of the Code – prohibition on misleading or deceptive conduct
      • 6- Case studies
  • CodeWord
    • Issues 51 to 57
      • Issue 57 (October 2024)
        • The Panel's approach to deal protection devices
        • Panel Christmas close down period
        • Panel welcomes new Panel member
      • Issue 56 (July 2024)
        • Revisions to the Panel’s Guidance Note on Schemes of Arrangement
        • Revisions to the Panel’s Basic Guide for Directors and Basic Guide for Shareholders
        • Update on the regulatory alignment of schemes and Code offers and regulation of deal protection devices
      • Issue 55 (November 2023)
        • Revisions to the Panel’s Guidance Notes on Misleading or Deceptive Conduct, Independent Advisers and Schemes of Arrangement
        • Reminder of how market participants should engage with the Panel
        • Panel consults on regulatory alignment of schemes and Code offers and deal protection devices
        • The Panel welcomes new Panel members
        • Christmas closedown 2023
      • Issue 54 (May 2022)
        • Revisions to the Panel’s Guidance Note on Schemes of Arrangement
        • Deal protection devices
      • Issue 53 (November 2021)
        • Clarificatory amendment to the Voting Agreements Class Exemption
        • Updates to the Guidance Note on Upstream Acquisitions
        • Christmas Closedown
      • Issue 52 (August 2021)
        • Guidance on acceptance forms
        • 20 years of the Takeovers Code
        • Panel consults on proposed amendments to capital markets legislation
        • Class exemption for Catalist Public Market
      • Issue 51 (Sept 2020)
        • Be careful with the Code if you hold shares through different entities
        • New Class Exemption – Voting Agreements in Schemes of Arrangement
        • Guidance Update
        • COVID-19 Class Exemption
        • No more cheques
    • Issues 41 to 50
      • Issue 50 (Nov 2019)
        • Limited Partnerships and Control of Code Company Voting Rights
        • Code to Exclude Small Code Companies
        • Christmas Closedown
      • Issue 49 (Sept 2019)
        • Guidance Update
        • Inaccurate Public Documents
        • New Class Exemption for Registered Charitable Trusts
      • Issue 48 (Mar 2019)
        • Partial Offers - Specified Percentage
        • Guidance Update
        • New Panel Member Appointments
        • Extension of 6-month period in the Class Exemptions Notice
      • Issue 47 (Oct 2018)
        • Technical amendments to the Takeovers Code
        • Full terms of securities to be included with Class Notices
        • The Panel’s interpretation of “share parcels”
        • Disclosure of information to the Panel
        • New website
      • Issue 46 (Mar 2018)
        • Update to Guidance Notes
        • Class Exemption from Rule 46(1)
        • Takeovers Panel welcomes new General Counsel
      • Issue 45 (Dec 2017)
        • Failure to comply with an exemption condition
        • Removal of certification requirements in Scheme documents
        • Appointments and departures
        • Christmas closedown
      • Issue 44 (Jun 2017)
        • Cost disputes now to be determined by the Panel
        • Call scripts, shareholder presentations, slides and other information published or sent to offerees – a reminder to the market
        • Date of target company statement
        • Recent application and interpretation of rules 42A and 42B
        • Guidance Notes have been updated
        • Class exemption notice has been updated
      • Issue 43 (Dec 2016)
        • Small Code companies class exemption notice
        • Timing rules calculator
        • Update: Technical amendments to the Code
        • The meaning of “effective control”
        • Appointments and departures
        • Christmas closedown
      • Issue 42 (Oct 2016)
        • A farewell to David Jones
        • Interest Classes in Schemes of Arrangement
        • Disaggregation of holding or control
        • New timing rules calculator – watch this space!
        • Appointments to the Panel
        • MOU with the FMA
      • Issue 41 (Dec 2015)
        • The Takeovers Code and multiple offerors
        • Rule 25(1) and shareholder approval conditions in offers
        • Exemption where no information has been provided to any regulatory bodies
        • Update on Panel Members
        • Christmas closedown
    • Issues 31 to 40
      • Issue 40 (Sept 2015)
        • Two reminders for Code companies and their directors about Code compliance
        • Exemption for intra-group transfers to natural person controllers
        • Exemption for “small Code companies”
        • Guidance Note on rule 64 of the Code
        • Additional disclosure requirement for applications for approval to act as independent adviser
        • Guidelines for fees and charges
      • Issue 39 (Apr 2015)
        • Lock-up agreements and shareholders’ agreements – are the parties ‘associates’?
        • The scope of the Takeovers Code (Trustees of Family Trusts) Exemption Notice 2012 has been clarified
        • Panel resolves to approve class exemption for small Code companies
      • Issue 38 (Mar 2015)
        • Additional disclosures required for Independent Adviser applications
        • Independent adviser’s report may not be required for no-objection statements from the Panel
        • Guidance Note on Offer Documents has been amended
        • Case studies added to Guidance Note on Upstream Acquisitions
      • Issue 37 (Oct 2014)
        • Partial Offers - Specified Holder Certificates under Rules 14a-14e and Family Trusts
        • Synlait Farms Exemption 2014
        • Takeover Notices – Don’t Forget Rule 44(1)(E)
        • Transactions Records on the Panel’s Website
        • Substantial Holder Notices – Increases in Voting Rights under Exemptions from the Code
      • Issue 36 (May 2014)
        • Crowd Funding, Small Offers and the Takeovers Code
        • Guidance Note on Schemes of Arrangement and Amalgamations under Part 15 of the Companies Act 1993
        • Ongoing Review of Guidance Material
        • Appointment to the Panel
        • Basic Guides about the Takeovers Code
      • Issue 35 (Nov 2013)
        • Guidance on the Meaning of “Imminent” in Rule 38(1) of the Code
        • Erratum: Rule 24c(1)(A) of the Code
        • Rule 3a(2) – What Starts with the Code, Ends with the Code
        • Consolidation of Guidance Notes
      • Issue 34 (May 2013)
        • Technical Amendments to the Code
        • Changes relating to partial offers
        • Changes relating to shareholder meetings
        • Changes relating to offer documentation / process
        • Other Changes
      • Issue 33 (Apr 2013)
        • Updates on Guidance Materials
        • Recommendations by Target Company Directors
        • Appointments to the Panel
      • Issue 32 (Nov 2012)
        • Takeovers Amendment Act 2012 - New Definition of Code Company
        • Update on Panel Members
        • The Panel has granted a class exemption for trustees of family trusts
        • Guidance Note on defensive tactics
        • New website
      • Issue 31 (Jun 2012)
        • Updating the Panel’s Process for the Approval of Independent Advisers
        • Directors’ Statements during Takeovers and Rule 64 of the Code
    • Issues 21 to 30
      • Issue 30 (Feb 2012)
        • Small Code Companies and Compliance with the Takeovers Code
        • Limited Partnerships and Control of Code Company Voting Rights
      • Issue 29 (Sept 2011)
        • Marlborough Lines Limited and Horizon Energy Distribution Limited
        • New Class Exemption – Fair Scaling of Acceptances of Partial Offers
        • Target Company Statements – Directors’ Disclosure Obligations – Specialist Advice
        • Offeror’s Intentions for the Business Activities of the Target Company – Panel’s Expectations for Disclosures in Offer Document
        • Law Changes Under Regulatory Reform Bill 2010 Move Forward
        • Appointments to the Panel and Executive Team
      • Issue 28 (Feb 2011)
        • Law Changes for Schemes of Arrangement Move Forward
        • Panel Grants Rule 16(B) Class Exemption and Amends Buyback Class Exemption
        • Guidance Note – Rule 30 of the Code and Changes to the Capital Structure of the Target Company during the Offer Period
      • Issue 27 (Jul 2010)
        • Guidance Note – Upstream Acquisitions
      • Issue 26 (May 2010)
        • Rule 20 of the Code and Collateral Arrangements in a Takeover
        • Guidance Note – Payment of Takeover Consideration in Foreign Currency
        • Calculating the Specified Percentage for a Partial Takeover Offer
        • Extension of Offer Period for a Partial Offer
      • Issue 25B (Jul 2010)
        • Guidance Note – Timing Rules in the Code
        • Guidance Note – Rule 7(E) of the Code and Joint Holders or Controller of Voting Rights
        • Delegation to Panel Executive to Decide Straightforward Applications for Approval to Act as an Independent Adviser
      • Issue 24 (Dec 2008)
        • Guidance Note: Recovery of Expenses under Rule 49(2) of the Code
        • Erratum: Kerifresh Transactions
        • Panel Member Changes
        • Panel Appointments
      • Issue 23 (Jun 2008)
        • Kerifresh transactions
        • Broker Handling Fees in a Takeover
        • Panel becomes Employer of its Executive Staff
      • Issue 22 (Dec 2007)
        • New Rule 64 – Misleading or Deceptive Conduct
        • Conditional Acceptance Facilities can Provide Flexibility
        • Guidance Note: The meaning of 50 or more shareholders in the definition of Code company
      • Issue 21 (Sept 2007)
        • Independent Advisers
        • The evolution of independent adviser reports and the use of “fairness”
        • Use of subcontractors by approved independent advisers
        • Comment on partial offers
        • The independence of advisers when successive offers are made by the same offeror for the same target company
        • New Members of the Takeovers Panel
    • Issues 11 to 20
      • Issue 20 (May 2007)
        • Technical amendments to the Takeovers Code
        • Changes relating to shareholder meetings for approving acquisitions or allotments
        • Changes relating to takeovers
        • Clarification of some rules and some miscellaneous technical adjustments
        • Transitional arrangements and References
      • Issue 19 (Apr 2007)
        • Valediction - John King
        • Exemptions for IPOs
        • Revised policy on exemptions for Companies Act schemes of arrangement
        • Waiveable Offer Conditions
      • Issue 18 (Dec 2006)
        • Dominion Income Property Fund Limited Scheme of Arrangement
        • The Panel’s first action in the High Court in Auckland
        • Court of Appeal decision
        • Outcomes and Future Policy
      • Issue 17 (Nov 2006)
        • Amendments to the Takeovers Act and the Code
        • Changes to the definition of Code company
        • Misleading and deceptive conduct
        • Changes to the Panel’s enforcement powers
        • Changes to the penalties and remedies available under the Takeovers Act
        • Transitional arrangements
      • Issue 16 (May 2006)
        • The Oyster Bay Case – Part 2
        • Rank Group Investments & Carter Holt Harvey
        • Guidance Note - Restrictive Conditions
        • Schemes of Arrangement & Inconsistencies between the Code & the Companies Act
        • Misleading The Panel
      • Issue 15 (Nov 2005)
        • Takeover Documents - Compliance with the Code
        • Practice Note - exemptions from clause 26 of schedule 2 of the Code
        • Oyster Bay - Panel decision on omission of material information in target company statement upheld by High Court
        • Update on Exemptions - Conversion of equity securities acquired under a takeover offer
        • Update on Associates - Calgary Petroleum Limited
      • Issue 14 (Apr 2005)
        • Associates and Acquisitions
        • Examples of association
        • Lock-up agreements and Shareholder powers
        • Consequences of associate status
      • Issue 13 (Jan 2005)
        • The Takeovers Panel’s exemption power
        • Upstream acquisitions
        • Differential offers
        • Scrip offers and overseas shareholders
        • Offers for convertible securities
        • Conclusion
      • Issue 12 (Jun 2004)
        • Independent expert appointed
        • Clause 20 – Disclosure of valuations
        • Panel intervenes in takeover
        • Exemptions from Rule 22
        • Panel considers allegations of defensive tactics
        • Directors Certificates – Trans Tasman Properties
        • Professional Underwriters Class Exemption
        • The Panel Meets the Markets
        • Technical Amendments to the Code
      • Issue 11 (Mar 2004)
        • How the Code applies to lock-up agreements
        • Exemptions for Schemes of Arrangement
        • Scrip offers
        • Fees for Section 32 Meetings
        • Richmond / PPCS – class exemption
        • Dominion Retail / Tri-City – misleading offer document
        • Cedenco / SK Foods – compulsory acquisition exemption
        • Underwriters Exemption Review
    • Issues 1 to 10
      • Issue 10 (Sept 2003)
        • Independent Advisers – Lowe Corporation and Rule 20
        • Buyback Class Exemption – TrustPower
        • Rule 6(2) – Associates – Designer Textiles and Gould Holdings
        • Associates – Aggregation of Holdings – Designer Textiles and Rutherford Family
        • Initial Public Offering – Jade Exemption
        • Underwriting – GPG and Tower
        • Defensive Tactics – Toll and Tranz Rail
      • Issue 09 (Apr 2003)
        • Guidance Note to assist Independent Advisers
        • Minister announces Panel Appointments
        • Practice Notes – variations of Code offers & variable pricing
        • Comments on Exemptions Declined
        • Proposed Amendments to the Takeovers Code
        • Keep up to date with Panel Decisions
      • Issue 08 (Dec 2002)
        • Comment on Exemptions
        • Class Exemptions
        • Exemptions Relating to Notices of Meeting
        • Exemptions Relating to Upstream Acquisitions
      • Issue 07 (Sept 2002)
        • Explanation of the anti-avoidance provisions of the Takeovers Code
        • Part 1: Control and Associates under Rule 6(1)
        • Part 2: The Deeming Provisions in Rule 6(2)
      • Issue 06 (Sept 2002)
        • Practice Notes
        • Clause 13 of schedule 1 of the Code
        • Clauses 6 and 7 of Schedule 1 of the Code
        • Conditions in Takeover Offers - Payment of Consideration
        • Takeover Offers - Rule 25(1) & Clause 9 of Schedule 1 of the Code
      • Issue 05 (May 2002)
        • What Does The Panel Do?
        • Introducing the Panel’s Executive
        • Comment on Exemptions
        • John King joins The Australian Panel
        • ‘Creeping’ Under Rule 7(E)
        • Hon Paul Swain comments on the Code
      • Issue 04 (Dec 2001)
        • The Code’s First 100+ Days
        • Denis Byrne joins the Panel
        • Comments on Exemptions
        • Comment on Rule 16
        • Comments on Independent Advisers
        • Comments on Enforcement
      • Issue 03 (Sept 2001)
        • Takeovers Panel Policies
        • Policy on the approval of Independent Advisers
        • Policy on the appointment of Experts
        • Policy relating to Receipt of Takeover Documents
        • Guide to applying for Exemptions from the Takeovers Code
      • Issue 02 (Jun 2001)
        • Class Exemptions from the Takeovers Code - a summary
        • Transitional provisions for the Code coming into force
        • No mandatory bid rule in NZ Takeovers Code
        • Relationship between the Takeovers Panel and the Securities Commission
        • How the Code permits voting rights to be increased
        • Frequently Asked Questions
        • Featured: David Jones, Deputy Chairperson of the Takeovers Panel
      • Issue 01 (Feb 2001)
        • Objectives of CodeWord
        • The Takeovers Panel and its members
        • The Code in business language
  • Timing Rules Calculator
  • Basic Guide for Directors
  • Basic Guide for Shareholders
  • Forms and Templates

Forms for Independent Advisers

IA1: Application for Approval as Independent Adviser

IA2: Information from Appointor of Independent Adviser

IA3: Information from Subcontractor for Approval as Independent Adviser

 

Template for Exemption Applicants

Draft Exemption Notice Template

Featured Newsletter

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October 2024 - Issue 57

In this issue:

  • - The Panel's approach to deal protection devices
  • - Panel Christmas close down period
  • - Panel welcomes new Panel member
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