New Zealand Legislation: Acts
Acts are laws made by Parliament
(1) In this Act, unless the context otherwise requires,—
code company means a company that—
(a) is a party to a listing agreement with a registered exchange and that has securities that confer voting rights quoted on the registered exchange's securities market; or
(b) was within paragraph (a) at any time during a period specified in the takeovers code (being a period not exceeding 12 months before any date or the occurrence of any event referred to in the code); or
(c) has 50 or more shareholders
company has the same meaning as in section 2(1) of the Companies Act 1993
court means, in relation to any matter, the court before which the matter is to be determined
director means, in relation to a company or other body corporate, any person occupying the position of a director of the company or body by whatever name called
document means any record of information; and includes—
(a) anything on which there is writing or any image; and
(b) information recorded by means of any article or device (for example, a disk) from which information is capable of being reproduced with or without the aid of any other article or device; and
(c) material subsequently derived from information recorded by that means
FMA means the Financial Markets Authority established under Part 2 of the Financial Markets Authority Act 2011
Minister means the Minister of the Crown who, under the authority of any warrant or with the authority of the Prime Minister, is for the time being responsible for the administration of this Act
overseas regulator means a body in another country with functions corresponding to those of the Panel
Panel—
(a) means the Takeovers Panel established under Part 1; or
(b) for the purposes of determining any matter or class of matter specified in a determination under section 7A, means the division of the Panel specified in the determination in accordance with section 7C(1)(a)
quoted, in relation to securities of a person, means securities of the person that are approved for trading on a registered exchange's securities market (and, for the avoidance of doubt, securities do not cease to be quoted merely because trading in those securities is suspended)
registered exchange has the meaning set out in section 2(1) of the Securities Markets Act 1988
registered exchange's securities market has the meaning set out in section 2(1) of the Securities Markets Act 1988
Registrar means a person who for the time being holds the office of Registrar of Companies or Deputy Registrar of Companies in accordance with the Companies Act 1993
security, in relation to a code company, means—
(a) an equity security within the meaning of section 2 of the Securities Act 1978, whether or not the security carries voting rights:
(b) a debt security within the meaning of section 2 of the Securities Act 1978 which carries the right to vote at any annual or general meeting of the code company:
(c) a participatory security within the meaning of section 2 of the Securities Act 1978 which carries the right to vote at any annual or general meeting of the code company,—
and includes a security that is convertible, at the option of the security holder, into a security of the type referred to in paragraph (a) or paragraph (b) or paragraph (c)
takeovers code means the regulations made under section 19
voting right means a currently exercisable right to cast a vote at meetings of shareholders of a company, not being a right to vote that is exercisable only in 1 or more of the following circumstances:
(a) during a period in which a payment or distribution (or part of a payment or distribution) in respect of the security that confers the voting right is in arrears or some other default exists:
(b) on a proposal that affects rights attached to the security that confers the voting right:
(c) on a proposal to put the company into liquidation:
(d) on a proposal for the disposal of the whole, or a material part, of the property, business, and undertaking of the company:
(e) during the liquidation of the company:
(f) in respect of a special, immaterial, or remote matter that is inconsequential to control of the company.
(2) In sections 32, 33, and 33AA and in subpart 2 of Part 3 (which contain the enforcement powers of the Panel and the court), unless the context otherwise requires, contravene the takeovers code or not act in compliance with the takeovers code includes—
(a) a contravention of the takeovers code or a term or condition of an exemption from the takeovers code; or
(b) an attempt to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or
(c) aiding, abetting, counselling, or procuring any other person to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or
(d) inducing, or attempting to induce, any other person, whether by threats or promises or otherwise, to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or
(e) being in any way, directly or indirectly, knowingly concerned in, or a party to, the contravention by any other person of the takeovers code or a term or condition of an exemption from the takeovers code; or
(f) conspiring with any other person to contravene the takeovers code or a term or condition of an exemption from the takeovers code.
Section 2(1) code company: inserted, on 7 July 2010, by section 4(1) of the Takeovers Amendment Act 2010 (2010 No 88).
Section 2(1) company: substituted, on 25 October 2006, by section 4(1) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 2(1) court: substituted, on 1 December 2002, by section 4(1) of the Takeovers Amendment Act 2002 (2002 No 45).
Section 2(1) document: substituted, on 1 December 2002, by section 4(2) of the Takeovers Amendment Act 2002 (2002 No 45).
Section 2(1) FMA: inserted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).
Section 2(1) Minister: substituted, on 1 October 1995, by section 10(3) of the Department of Justice (Restructuring) Act 1995 (1995 No 39).
Section 2(1) overseas regulator: inserted, on 1 December 2002, by section 4(3) of the Takeovers Amendment Act 2002 (2002 No 45).
Section 2(1) Panel: substituted, on 25 January 2005, by section 200 of the Crown Entities Act 2004 (2004 No 115).
Section 2(1) public issuer: repealed, on 25 October 2006, by section 4(4) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 2(1) quoted: inserted, on 25 October 2006, by section 4(3) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 2(1) quoted: amended, on 24 November 2009, by section 23(1) of the Securities Markets Amendment Act 2009 (2009 No 54).
Section 2(1) registered exchange: inserted, on 1 December 2002, by section 30 of the Securities Markets Amendment Act 2002 (2002 No 44).
Section 2(1) registered exchange's market: repealed, on 24 November 2009, by section 23(1) of the Securities Markets Amendment Act 2009 (2009 No 54).
Section 2(1) registered exchange's securities market: inserted, on 24 November 2009, by section 23(1) of the Securities Markets Amendment Act 2009 (2009 No 54).
Section 2(1) Registrar: inserted, on 1 June 2001, by section 4 of the Takeovers Amendment Act 2001 (2001 No 30).
Section 2(1) Securities Commission: repealed, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).
Section 2(1) security: amended, on 7 July 2010, by section 4(2) of the Takeovers Amendment Act 2010 (2010 No 88).
Section 2(1) security paragraph (b): amended, on 7 July 2010, by section 4(2) of the Takeovers Amendment Act 2010 (2010 No 88).
Section 2(1) security paragraph (c): amended, on 7 July 2010, by section 4(2) of the Takeovers Amendment Act 2010 (2010 No 88).
Section 2(1) specified company: repealed, on 7 July 2010, by section 4(3) of the Takeovers Amendment Act 2010 (2010 No 88).
Section 2(1) stock exchange: repealed, on 1 December 2002, by section 30 of the Securities Markets Amendment Act 2002 (2002 No 44).
Section 2(1) takeovers code: added, on 1 December 2002, by section 4(3) of the Takeovers Amendment Act 2002 (2002 No 45).
Section 2(1) voting right: added, on 25 October 2006, by section 4(3) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 2(2): substituted, on 25 October 2006, by section 4(5) of the Takeovers Amendment Act 2006 (2006 No 48).
