New Zealand Legislation: Regulations
Regulations are laws made under Acts
Reprint as at 1 July 2011
(SR 2000/210)
Michael Hardie Boys, Governor-General
At Wellington this 16th day of October 2000
Present:
His Excellency the Governor-General in Council
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.
This order is the Takeovers Code Approval Order 2000.
The takeovers code recommended to the Minister by the Takeovers Panel and set out in the Schedule is approved.
Schedule |
Part 2
Fundamental rule and exceptions
7 Exceptions to fundamental rule
Part 3
Specific requirements for exceptions to fundamental rule
10 When offeror does not hold or control more than 50% of voting rights
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
15 Notice of meeting: acquisition of voting securities
16 Notice of meeting: allotment of voting securities
18 Independent adviser's report
19A Documents for Panel in respect of shareholder meetings
20 Same terms and consideration
21 Independent adviser's report
22 Independent adviser's report on fairness between classes
23 Minimum acceptance condition
24B Extension of offer period in case of full offer conditional at outset as to level of acceptances
26 Withdrawal or lapse of offer
30 Further reports required for certain variations
31 Variation of consideration and consideration alternatives
32 Procedure on variation of consideration and consideration alternatives
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
37 Position if consideration exceeds consideration specified in offer
38 Defensive tactics restricted
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
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
51 Notification of dominant ownership
53 Outstanding security holder's right
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
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
64 Misleading or deceptive conduct
65 Exception for disclosure by investment advisers or brokers [Revoked]
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
