Transaction Type: Company meeting (Share buyback)
Acquirer: Infratil Limited, Tauranga Energy Consumer Trust
Independent Adviser(s): Northington Partners (Rule 18)
Date of meeting: 25/07/2017
Exemption: Class Exemptions
At a shareholder meeting on 25 July 2017, Trustpower Limited (Trustpower) sought shareholder approval to buy back up to 5 million Trustpower shares by way of offers made through NZX’s order matching market over a three year period (the buyback programme).
At the time, Infratil Limited (Infratil) and Tauranga Energy Consumer Trust (TECT) each controlled more than 20% of the voting rights in Trustpower, and had advised Trustpower that they would each be unlikely to participate in the buyback programme. Consequentially, their respective voting control was likely to increase as a result of the buyback programme. While Infratil was able to rely on the Code’s “creep” provisions in respect of its potential increase in voting control, it was proposed that Infratil’s subsidiaries, TECT, and TECT’s subsidiaries would rely on clause 4 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001 (the buyback exemption), which allows a person to retain their increased voting rights if the buyback is approved by an ordinary resolution of shareholders (and other conditions are met). Two directors of Trustpower (Mr Alan Bickers and Mr Marko Bogoievski) were associates of either Infratil or TECT, also relied on the buyback exemption.
At the shareholder meeting on 25 July 2017, shareholders approved the buyback programme.
Northington Partners prepared a rule 18 independent adviser’s report as required by the buyback exemption.