2 Interpretation

(1)

In this Act, unless the context otherwise requires,—

accounting period has the same meaning as in section 5(1) of the Financial Reporting Act 2013

code company

(a)

has the meaning given to it in section 2A; and

(b)

includes, for the purpose set out in section 2AB, a company for the time being treated as a code company under that section

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,—

(a)

in relation to a company, means a person occupying the position of a director of the company, by whatever name called; and

(b)

in relation to a partnership (other than a special partnership or a limited partnership), means a partner; and

(c)

in relation to a special partnership or a limited partnership, means a general partner; and

(d)

in relation to a body corporate or unincorporate not referred to in paragraphs (a) to (c), means a person occupying a position in the body corporate or unincorporate that is comparable with that of a director of a company; and

(e)

in relation to any other person, means that person; and

(f)

includes a person in accordance with whose directions or instructions a person referred to in paragraphs (a) to (e) may be required or is accustomed to act in respect of the performance or exercise of duties or powers as, or comparable to those of, a director

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

financial product, in relation to a code company,—

(a)

means—

(i)

an equity security within the meaning of section 8 of the Financial Markets Conduct Act 2013, whether or not the security carries voting rights:

(ii)

a debt security, within the meaning of section 8 of the Financial Markets Conduct Act 2013, that carries the right to vote at any annual or general meeting of the code company:

(iii)

a managed investment product, within the meaning of section 8 of the Financial Markets Conduct Act 2013, that carries the right to vote at any annual or general meeting of the code company; and

(b)

includes a financial product that is convertible, at the option of the product holder, into a financial product of the type referred to in paragraph (a)(i), (ii), or (iii)

FMA means the Financial Markets Authority established under Part 2 of the Financial Markets Authority Act 2011

licensed market has the meaning set out in section 6(1) of the Financial Markets Conduct Act 2013

licensed market operator has the meaning set out in section 6(1) of the Financial Markets Conduct Act 2013

listed issuer has the meaning set out in section 6(1) of the Financial Markets Conduct Act 2013

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 financial products of a person, means financial products of the person that are approved for trading on a licensed market (and, to avoid doubt, financial products do not cease to be quoted merely because trading in those financial products is suspended)

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

subsidiary has the same meaning as in sections 5 to 8 of the Companies Act 1993

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 financial product that confers the voting right is in arrears or some other default exists:

(b)

on a proposal that affects rights attached to the financial product 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) accounting period: inserted, on 13 January 2020, by section 116(1) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).

Section 2(1) code company: replaced, on 13 January 2020, by section 116(2) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).

Section 2(1) company: replaced, on 25 October 2006, by section 4(1) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 2(1) court: replaced, on 1 December 2002, by section 4(1) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 2(1) director: replaced, on 3 July 2014, by section 31(2) of the Companies Amendment Act 2014 (2014 No 46).

Section 2(1) director paragraph (d): amended, on 31 March 2017, by section 126 of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

Section 2(1) document: replaced, on 1 December 2002, by section 4(2) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 2(1) financial product: inserted, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

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) licensed market: inserted, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(1) licensed market operator: inserted, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(1) listed issuer: inserted, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(1) Minister: replaced, 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: replaced, 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: replaced, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(1) registered exchange: repealed, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

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: repealed, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

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: repealed, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

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) subsidiary: inserted, on 13 January 2020, by section 116(1) of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).

Section 2(1) takeovers code: inserted, on 1 December 2002, by section 4(3) of the Takeovers Amendment Act 2002 (2002 No 45).

Section 2(1) voting right: inserted, on 25 October 2006, by section 4(3) of the Takeovers Amendment Act 2006 (2006 No 48).

Section 2(1) voting right paragraph (a): amended, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(1) voting right paragraph (b): amended, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 2(2): replaced, on 25 October 2006, by section 4(5) of the Takeovers Amendment Act 2006 (2006 No 48).