Takeovers Code Approval Order 2000

  • not the latest version

Reprint as at 24 November 2009

Takeovers Code Approval Order 2000

(SR 2000/210)

Michael Hardie Boys, Governor-General

Order in Council

At Wellington this 16th day of October 2000

Present:
His Excellency the Governor-General in Council

Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

This order is administered by the Ministry of Economic Development.

Pursuant to section 28(3) of the Takeovers Act 1993, His Excellency the Governor-General, acting on the advice and with the consent of the Executive Council, and on the advice of the Minister makes the following order.

Order

1 Title

  • This order is the Takeovers Code Approval Order 2000.

2 Approval of takeovers code

  • The takeovers code recommended to the Minister by the Takeovers Panel and set out in the Schedule is approved.

Schedule
Takeovers code

cl 2

Contents

1 Title

2 Commencement

Part 1
Preliminary provisions

Interpretation

3 Interpretation

4 Meaning of associate

No contracting out of code

5 No contracting out of code

Part 2
Fundamental rule and exceptions

6 Fundamental rule

7 Exceptions to fundamental rule

Part 3
Specific requirements for exceptions to fundamental rule

Subpart 1—Full offers

8 Full offer

Subpart 2—Partial offers

General provisions

9 Partial offer

10 When offeror does not hold or control more than 50% of voting rights

Excess acceptances

11 Excess acceptances: application

12 Excess acceptances: 1 class of voting securities

13 Excess acceptances: more than 1 class of voting securities

14 Voting securities subject to disposition

Subpart 3—Acquisitions and allotments

Notice of meeting

15 Notice of meeting: acquisition of voting securities

16 Notice of meeting: allotment of voting securities

Voting restrictions

17 Voting restrictions

Independent adviser's report

18 Independent adviser's report

Directors' statement

19 Directors' statement

Documents for Panel

19A Documents for Panel in respect of shareholder meetings

Part 4
Code offers

General provisions

20 Same terms and consideration

21 Independent adviser's report

22 Independent adviser's report on fairness between classes

23 Minimum acceptance condition

24 Offer period

24A Extension of offer period

24B Extension of offer period in case of full offer conditional at outset as to level of acceptances

25 Conditions

26 Withdrawal or lapse of offer

Variation of offer

27 Permissible variations

28 Variation notice

29 Timing of variation

30 Further reports required for certain variations

31 Variation of consideration and consideration alternatives

32 Procedure on variation of consideration and consideration alternatives

Consideration

33 Offer to specify date for payment of consideration

34 Withdrawal of acceptance for non-payment of consideration

Part 5
Dealings and defensive tactics

Certain dispositions and acquisitions

35 Dispositions

36 Acquisitions

37 Position if consideration exceeds consideration specified in offer

Defensive tactics

38 Defensive tactics restricted

39 When action permitted

40 Notice of meeting

Part 6
Offer procedure

41 Takeover notice

41A Offeror's notification obligations when takeover notice sent

42 Target company's notification obligations when takeover notice received

42A Target company must give offeror class notice

42B Target company must send offeror copy of securities register

43 Who are offerees

43A Record date

43B When offer must be sent

44 Offer document

45 Despatch notice

46 Target company statement

47 Documents that must be sent to Panel or that Panel may require

48 Notification of altered offer document

49 Reimbursement of directors and target company

49A Offeror must notify Panel, etc, of increases in acceptances of offer

Part 7
Compulsory acquisitions

50 Interpretation

Rights and obligations

51 Notification of dominant ownership

52 Dominant owner's right

53 Outstanding security holder's right

Acquisition notice

54 Acquisition notice

55 Contents of acquisition notice

Determination of consideration

56 Dominant owner through acceptances of offer

56A Alternative consideration options

57 Determination of consideration in other cases

58 Expert determination

Payment of consideration and transfer of outstanding securities

59 Return of instrument of transfer

60 Payment of consideration to outstanding security holder

61 Delivery of consideration to code company

62 Position if consideration fixed by expert determination

63 Registration of dominant owner as holder of outstanding securities

Part 8
Market manipulation

64 Misleading or deceptive conduct

65 Exception for disclosure by investment advisers or brokers

Schedule 1
Information that must be contained in, or must accompany, takeover notice and offer document

Schedule 2
Information that must be contained in, or must accompany, target company statement

Schedule 3
Information that must be contained in reports required under rule 22