New Zealand Legislation: Regulations

(1) In this code, unless the context otherwise requires,—

(2) If, under this code, the time within which or the day on which any thing is to be done expires or falls on a day other than a working day as defined in section 2 of the Companies Act 1993, the time so limited is extended to, and such thing may be done, on the next day that is a working day as so defined.

(3) The definition of code company in this rule specifies the period of time to be specified by the code for the purposes of the definition of specified company in the Act.

(1) For the purposes of this code, a person is an associate of another person if—

• (a) the persons are acting jointly or in concert; or

• (b) the first person acts, or is accustomed to act, in accordance with the wishes of the other person; or

• (c) the persons are related companies; or

• (d) the persons have a business relationship, personal relationship, or an ownership relationship such that they should, under the circumstances, be regarded as associates; or

• (e) the first person is an associate of a third person who is an associate of the other person (in both cases under any of paragraphs (a) to (d)) and the nature of the relationships between the first person, the third person, and the other person (or any of them) is such that, under the circumstances, the first person should be regarded as an associate of the other person.

(2) A director of a company or other body corporate is not an associate of that company or body corporate merely because he or she is a director of that company or body corporate.

This code has effect despite any provision to the contrary in any agreement, constitution of a company or similar document relating to another body corporate, resolution of the security holders of a company or of any other body corporate, deed, or otherwise.

(1) Except as provided in rule 7, a person who holds or controls—

• (a) no voting rights, or less than 20% of the voting rights, in a code company may not become the holder or controller of an increased percentage of the voting rights in the code company unless, after that event, that person and that person's associates hold or control in total not more than 20% of the voting rights in the code company:

• (b) 20% or more of the voting rights in a code company may not become the holder or controller of an increased percentage of the voting rights in the code company.

(2) For the purposes of subclause (1), if—

• (a) a person and any other person or persons acting jointly or in concert together become the holders or controllers of voting rights, that person is deemed to have become the holder or controller of those voting rights:

• (b) a person or persons together hold or control voting rights and another person joins that person or all or any of those persons in the holding or controlling of those voting rights as associates, the other person is deemed to have become the holder or controller of those voting rights:

• (c) voting rights are held or controlled by a person together with associates, any increase in the extent to which that person shares in the holding or controlling of those voting rights with associates is deemed to be an increase in the percentage of the voting rights held or controlled by that person.

A person may become the holder or controller of an increased percentage of the voting rights in a code company—

• (a) by an acquisition under a full offer (the main provisions are contained in rule 8, Parts 4 to 6, and Schedules 1 to 3):

• (b) by an acquisition under a partial offer (the main provisions are contained in rules 9 to 14, Parts 4 to 6, and Schedules 1 to 3):

• (c) by an acquisition by a person of voting securities in the code company or in any other body corporate from 1 or more other persons if the acquisition has been approved by an ordinary resolution of the code company in accordance with this code (the main provisions are contained in rules 15 and 17 to 19A):

• (d) by an allotment to a person of voting securities in the code company or in any other body corporate if the allotment has been approved by an ordinary resolution of the code company in accordance with this code (the main provisions are contained in rules 16 to 19A):

• (e) if—

  • (i) the person holds or controls more than 50%, but less than 90%, of the voting rights in the code company; and

  • (ii) the resulting percentage of the total voting rights in the code company that is held or controlled by the person does not exceed by more than 5 the lowest percentage of the total voting rights in the code company that was held or controlled by the person in the 12-month period ending on, and inclusive of, the date of the increase:

• (f) if the person already holds or controls 90% or more of the voting rights in the code company.

An offer must be made on the same terms and provide the same consideration for all securities belonging to the same class of equity securities under offer.

The directors of a target company must obtain a report from an independent adviser on the merits of an offer.

(1) An offeror must obtain—

• (a) a report from an independent adviser if rule 8(3) or 8(4) or 9(5) applies:

• (b) a report or an amended report from an independent adviser if rule 44(3) applies.

(2) In the report, the independent adviser must certify that, in the adviser's opinion, the offer complies with rule 8(3) or 8(4) or 9(5), as the case may be.

(3) If an independent adviser's report is obtained, the offer is deemed to comply with rule 8(3) or 8(4) or 9(5), as the case may be.

(4) The report must contain the information specified in Schedule 3.

(5) The offeror must—

• (a) send the report referred to in subclause (1)(a) to the prospective target company at the same time that it sends the takeover notice:

• (b) send the report or amended report referred to in subclause (1)(b) to the prospective target company at the same time that it sends the notice of variation under rule 44(3)(b).

(1) If, on the date of an offer, the offeror does not hold or control more than 50% of the voting rights in the target company, the offer must be conditional on the offeror receiving acceptances in respect of voting securities that, when taken together with voting securities already held or controlled by the offeror, confer—

• (a) more than 50% of the voting rights in the target company; or

• (b) in the case of a partial offer, any lesser percentage approved under rule 10(1)(b).

(2) The offeror must not take up any equity securities under the offer unless the condition referred to in subclause (1) is satisfied by the end of the offer period.

(1) An offer must specify the period for which it will remain open and, subject to rules 25(4) and 26(1), must remain open for that period.

(2) [Revoked]The offer period must—

• (a) commence with the date of the offer; and

• (b) be not shorter than 30 days, and not longer than 90 days.

(3) [Revoked]

(4) [Revoked]

(1) The offer period may be extended by a variation of the offer, but, subject to subclause (2) and rule 24B, must not be extended beyond the maximum period.

(2) The Panel may extend the offer period by an order made under section 32(4)(d) of the Act, and the order may extend the offer period beyond the maximum period.

(3) The additional period for which an offer is extended under subclause (1) or (2) or rule 24B is deemed to be included in the offer period for the purposes of this code unless otherwise expressly provided.

(4) In this rule and in rules 24B and 25(3A), maximum period means the period of 90 days beginning with the date of the offer.

(1) This rule applies only to a full offer and only if—

• (a) the offer at its outset was subject to a condition or conditions as to a minimum level of acceptances; and

• (b) the condition or conditions have been satisfied or waived before the end of the offer period.

(2) The offer period in respect of an offer to which this rule applies may be extended beyond the maximum period by a period of up to 60 days beginning on the day on which the offer becomes unconditional as to a minimum level of acceptances.

(1) An offer may be subject to any conditions, except those that depend on the judgement of the offeror or any associate of the offeror, or the fulfilment of which is in the power, or under the control, of the offeror or any associate of the offeror.

(2) An offer that is subject to any conditions must specify a date by which the offer is to become unconditional.

(3) The specified date referred to in subclause (2) may be changed to a later specified date if the offer is varied under rule 27(e).

(3A) The latest specified date referred to in subclause (2) or (3) must not be later than 14 days, or, if the acquisition requires statutory approval, 30 days, after the end of the offer period (excluding any part of the offer period that is extended beyond the maximum period under rule 24B).

(4) No condition contained in the offer has effect beyond the specified date referred to in subclause (3A), and the offer lapses if it does not become unconditional by that specified date.

(5) If an offer has become unconditional, both in respect of any minimum acceptance condition referred to in rule 23 and in respect of any conditions referred to in this rule, the offeror must immediately send a written notice to that effect to—

• (a) the target company; and

• (b) the Panel; and

• (c) the registered exchange (if any voting securities of the target company are quoted on the registered exchange's market).

(1) An offer may be withdrawn only with the consent of the Panel.

(2) An offeror must immediately send a written notice that the offer is withdrawn or has lapsed in accordance with the terms of the offer to—

• (a) the target company; and

• (b) the Panel; and

• (c) the registered exchange (if any voting securities of the target company are quoted on the registered exchange's market).

The offeror may vary the offeror's offer only if the variation is to do any of the following things:

• (a) to increase an existing component or components of the consideration:

• (b) to add a cash component to the consideration:

• (c) to add to the offer a cash alternative (if the directors of the target company have given their prior written approval):

• (d) to extend the offer period in accordance with rule 24A or 24B:

• (e) if the offer period is extended, to vary the date that must be specified under rule 25(2), provided that the date is not varied by more than the period of time by which the offer period is extended.

(1) Subject to subclause (2), an offeror must immediately send a written notice of any variation of the offeror's offer to—

• (a) every offeree; and

• (b) the target company; and

• (c) the Panel; and

• (d) the registered exchange (if any voting securities of the target company are quoted on the registered exchange's market).

(2) If the offer is unconditional and the variation only extends the offer period, the notice referred to in subclause (1) need not be sent to offerees who have already accepted the offer.

(3) If the offer is subject to conditions that have not been satisfied or waived and the variation extends the offer period, the notice referred to in subclause (1) must specify the date by which the offer is to become unconditional.

(4) In the case of a variation of a kind referred to in rule 31(2) or (3), the notice must—

• (a) prominently set out the relevant rights and obligations of the offerees under rules 31(2) to (5), 32(2), and 33; and

• (b) be accompanied by a form, for acceptance of the variation, that is consistent with the rights and obligations of the offerees referred to in paragraph (a); and

• (c) be accompanied by any documents necessary to revest in the offeror any consideration that must be returned by the offeree.

(1) An offer may not be varied, and a variation notice may not be sent, later than 14 days before the end of the offer period.

(2) The offer must remain open for at least 14 days after a variation notice has been sent.

(3) Subclause (1) does not apply in the case of a full offer if—

• (a) the offer is varied only by—

  • (i) extension of the offer period; or

  • (ii) extension of the offer period and consequent change of the specified date referred to in rule 25(2); and

• (b) the offer is, or has become, unconditional as to level of acceptances.

(1) If any of rules 8(3) and (4) and 9(5) apply to an offer and the offer is to be varied under any of rule 27(a) to (c),—

• (a) a further report must be obtained by the offeror under rule 22 in relation to the offer as proposed to be varied; and

• (b) the further report must contain the information specified in Schedule 3; and

• (c) unless subclause (2) applies, the further report must accompany the variation notice sent under rule 28(1); and

• (d) the variation notice must contain a statement as to how the consideration and terms of the offer, as varied, have been calculated so as to be fair and reasonable as between the classes of securities.

(2) If the variation notice will be sent under rule 28 before the target company statement is sent under rule 46(a)(ii), the offeror must send the further report to the target company and the Panel at the same time that the offeror sends the variation notice under rule 28.

(3) If subclause (2) applies, the further report must accompany the target company statement that the target company sends under rule 46(a)(ii).

(4) The further report must not be sent to offerees before the target company statement has been sent to offerees.

(1) If an offer does not contain alternative consideration options and a variation is made under rule 27(a) or 27(b), the additional consideration must be provided to every offeree who accepts the offer.

(2) If an offer contains alternative consideration options and a variation is made under rule 27(a) or 27(b), any offeree may accept the varied alternative or, if more than 1 alternative is varied, 1 of those varied alternatives.

(3) If a variation is made under rule 27(c), any offeree may accept that alternative.

(4) Subclauses (1) to (3) apply whether an offeree has accepted the offer before the variation or not.

(5) An offeree's acceptance of a consideration alternative under subclause (2) or (3) is only valid if the offeree complies with rule 32(2).

(1) If rule 31(1) applies after the consideration has been sent to offerees who have accepted the offer, the additional consideration must be sent, no later than 7 days after the date on which the offer is varied, to every offeree to whom the consideration under the offer was sent before the variation.

(2) If rule 31(2) or (3) applies after the consideration has been sent to offerees who have accepted the offer, and an offeree accepts a different consideration alternative, the acceptance by that offeree of a different consideration alternative is not valid unless the offeree repays or returns, with the form of acceptance of the different consideration alternative, the consideration already sent by the offeror and any documents necessary to revert the returned consideration in the offeror.

(1) The offer must specify a date by which the consideration for the offer must be sent to the persons whose securities are taken up under the offer.

(2) The date referred to in subclause (1) must not be later than 7 days after the later of—

• (a) the date on which the offer becomes unconditional; or

• (b) the date on which an acceptance is received; or

• (c) the end of the offer period first specified in the offer under rule 24(2).

(1) If the consideration is not sent within the period specified in the offer to any person whose securities are taken up under the offer, the person may withdraw acceptance of the offer—

• (a) by notice in writing to the offeror; but only

• (b) after the expiration of 7 days' written notice to the offeror of the person's intention to do so.

(2) However, the right to withdraw acceptance of the offer does not apply if the person receives the consideration during the 7-day period referred to in subclause (1)(b).

During the offer period, neither the offeror nor any person acting jointly or in concert with the offeror may dispose of any equity securities in the target company other than to an offeror under another offer that is made under this code.

(1) During the offer period, the offeror, any related company of the offeror, any person acting jointly or in concert with the offeror, or any of the directors of any of them, must not acquire any equity securities in the target company otherwise than under the offer unless—

• (a) the offeror has made a full offer for cash, or a full offer with a cash alternative; and

• (b) the acquisition is made no later than 14 days before the end of the offer period; and

• (c) the acquisition is made only for cash; and

• (d) the acquisition of any equity securities will not result in the offeror and the offeror's associates holding or controlling in total more than 20% of the voting rights in the target company (excluding any equity securities in respect of which the offeror has received acceptances of the offeror's offer), unless the offer has become unconditional; and

• (e) notice is given under subclause (2) by the offeror.

(2) Notice of the acquisition of securities under subclause (1) must—

• (a) be given no later than the day after the date of acquisition,—

  • (i) if any of the offeror, any holding company of the offeror, or the target company is a listed company or entity, to the target company, the registered exchange, and the Panel; or

  • (ii) if none of the offeror, any holding company of the offeror, or the target company is a listed company or entity, to the target company and the Panel; and

• (b) state, in respect of the date of acquisition of the securities,—

  • (i) the aggregate number of securities, per class, acquired; and

  • (ii) the weighted average price, per class, paid.

If the consideration paid in any acquisition under rule 36 exceeds the cash consideration or cash alternative consideration specified in the offer,—

• (a) the offer is deemed to be varied under rule 27 as from the date of the acquisition so that the cash consideration or cash alternative consideration under the offer is equal to the consideration paid for the acquisition; and

• (b) the provisions of this code relating to variation of an offer apply (with any necessary modifications).

(1) If a code company has received a takeover notice or has reason to believe that a bona fide offer is imminent, the directors of the company must not take or permit any action, in relation to the affairs of the code company, that could effectively result in—

• (a) an offer being frustrated; or

• (b) the holders of equity securities of the code company being denied an opportunity to decide on the merits of an offer.

(2) Subclause (1) does not prevent the directors of a code company taking steps to encourage competing bona fide offers from other persons.

(3) Subclause (1) is subject to rule 39.

The directors of a code company may take or permit the kind of action referred to in rule 38(1) if—

• (a) the action has been approved by an ordinary resolution of the code company; or

• (b) the action is taken or permitted under a contractual obligation entered into by the code company, or in the implementation of proposals approved by the directors of the code company, and the obligations were entered into, or the proposals were approved, before the code company received the takeover notice or became aware that the offer was imminent; or

• (c) if paragraphs (a) and (b) do not apply, the action is taken or permitted for reasons unrelated to the offer with the prior approval of the Panel.

The notice of meeting containing the proposed resolution for the approval of the action referred to in rule 39(a) must contain, or be accompanied by,—

• (a) full particulars of the proposed action; and

• (b) the reasons for it; and

• (c) a statement explaining the significance of the resolution under this code.

(1) The offeror must send to the prospective target company a notice in writing that—

• (a) states the offeror's intention to make an offer under this code; and

• (b) contains, or is accompanied by, the information specified in Schedule 1 (except clauses 1 and 4) stated as at the date of the notice.

(2) If the offer will include an offer of securities to which the Securities Act 1978 applies, the notice referred to in subclause (1) must be accompanied by a copy of every relevant document.

(3) In subclause (2), every relevant document means every document that must be registered or lodged with, or produced to, any of the following persons or bodies for the offer to comply with the Securities Act 1978 (including any exemption granted under the Securities Act 1978 or any mutual recognition scheme established under that Act) or with the laws of any overseas jurisdiction in which the offer of the securities is to be made:

• (a) the Registrar of Companies (including any equivalent person or body in an overseas jurisdiction):

• (b) any regulatory body (including a regulator in an overseas jurisdiction):

• (c) any offeree of the securities.

(4) The notice may contain, or be accompanied by, any additional information that the directors of the offeror determine could affect the decision of the offerees to accept or reject the offer.

(1) If the target company is a listed company, the offeror must send (electronically, if possible) to the registered exchange a copy of the documents that the offeror is required to send under rule 41.

(2) The offeror must send the documents to the registered exchange at the same time that the offeror sends the documents under rule 41.

(3) The offeror must send (electronically, if possible and if requested) within 1 day of receipt of the request, free of charge, a copy of the takeover notice and any of the documents that accompanied it under rule 41 to any person who requests them.

(1) If it is a listed company, the target company must, immediately on receipt of a takeover notice,—

• (a) notify the registered exchange in writing that a takeover notice has been received; and

• (b) send (electronically, if possible) to the registered exchange a copy of the notice and the documents that accompanied it under rule 41.

(2) If it is not a listed company, the target company must, immediately on receipt of a takeover notice, do all that is reasonably practicable to ensure that every person to whom the offer will be made is given a notice in writing that states—

• (a) that the target company has received a takeover notice; and

• (b) the identity of the offeror; and

• (c) the main terms and conditions of the proposed offer; and

• (d) that a copy of the notice and any of the documents that accompanied it under rule 41 are available from the target company and the offeror free of charge on request.

(3) The target company must send (electronically, if possible and if requested) within 1 day of receipt of the request, free of charge, a copy of the takeover notice and of any of the documents that accompanied it under rule 41 to any person who requests them.

(1) In this rule, class notice means a written notice by the target company containing a description of,—

• (a) in the case of a full offer, each class of its equity securities whether voting or non-voting; or

• (b) in the case of a partial offer, each class of its voting securities.

(2) Not later than 2 days after receiving a takeover notice, the target company must send the offeror a class notice.

(3) The class notice must contain sufficient information about each class of equity security (in the case of a full offer) or voting security (in the case of a partial offer) to enable—

• (a) the offeror to formulate an offer; and

• (b) an independent adviser to provide a report under rule 22.

(4) In subclause (3), sufficient information includes the terms of issue of each relevant class of security and the number of those securities on issue in each class, as at the date of the class notice.

Not later than 2 days after the record date, the target company must send to the offeror, in electronic form (or in such other form as the target company and the offeror may agree), a copy of the target company's securities register relating to the securities to which the offer relates as at the record date

(1) The offerees in respect of an offer are the persons shown as the holders of securities in the target company to which the offer relates on the securities register of the target company as at the record date.

(2) Nothing in subclause (1) prevents the offeror from sending the offer to persons who acquire securities in the target company to which the offer relates after the record date.

(1) The offeror must send to the target company a notice in writing that specifies the record date for the purposes of the offer.

(2) The record date must not be more than 10 days before the date of the offer.

(3) The notice referred to in subclause (1) must be sent no later than 2 days before the record date.

(4) Before the offeror has sent the offer to the offerees, the offeror may change the record date to a later record date by giving a further notice or notices under subclause (1), and in that case subclauses (2) and (3) apply to that notice or those notices as well.

The offeror must send the offer to the offerees on a date that is—

• (a) no later than 3 days after the date of the offer specified under rule 44(1)(c); and

• (b) during the period beginning 14 days, and ending 30 days, after the takeover notice relating to the offer has been sent to the target company

(1) The offer must—

• (a) be in writing; and

• (b) be on the same terms and conditions as those contained in or accompanying the takeover notice, except for—

  • (i) conditions that have been satisfied or waived; and

  • (ii) any variations to which the directors of the target company have given their prior written approval; and

  • (iii) subject to subclause (3), any variation that extends the offer to an additional class or classes of security; and

  • (iv) consequential amendments; and

• (c) be dated; and

• (d) contain, or be accompanied by,—

  • (i) the information specified in Schedule 1 stated as at the date of the offer; and

  • (ii) any document required to accompany the takeover notice sent under rule 41(2) that is required by the Securities Act 1978 or any other applicable law to accompany an offer of securities; and

  • (iii) any additional information contained in, or that accompanied, the takeover notice under rule 41(4); and

  • (iv) a copy of the target company statement (if the target company statement has been given to the offeror under rule 46(a)(i)).

(2) The offer may contain, or be accompanied by, additional information of the kind described in rule 41(4).

(3) The offer may be varied to extend the offer to an additional class or classes of security without the approval of the directors of the target company if—

• (a) the class or classes were not included in the terms or conditions contained in or accompanying the takeover notice but were included in the class notice given under rule 42A; and

• (b) the offeror has sent a notice of the variation referred to in subclause (1)(b)(iii) to the target company not less than 7 days before the date of the offer; and

• (c) the offeror has obtained a report or an amended report under rule 22 if any of rules 8(3) or 8(4) or 9(5) apply in relation to the offer as varied under subclause (1)(b)(iii); and

• (d) the notice of variation referred to in paragraph (b) is accompanied by a report or an amended report (as the case may be) under rule 22.

(1) Immediately on sending the offer document to the offerees, the offeror must—

• (a) send to the target company—

  • (i) a notice in writing stating that the offer document has been sent to the offerees; and

  • (ii) a copy of the offer document; and

• (b) send to the registered exchange a copy of—

  • (i) the notice referred to in paragraph (a)(i); and

  • (ii) the offer document; and

• (c) deliver to the Registrar of Companies for registration a copy of—

  • (i) the notice referred to in paragraph (a)(i); and

  • (ii) the offer document.

(2) Subclause (1)(b) applies only if the offeror's or the target company's voting securities are quoted on the registered exchange's market.

The target company must—

• (a) either,—

  • (i) within 14 days after it receives the takeover notice (or any longer period as the offeror may allow), send to the offeror a statement containing, or accompanied by, the information specified in Schedule 2 to accompany the offer; or

  • (ii) within 14 days after it receives the despatch notice, send the statement referred to in subparagraph (i) to—

    • (A) every offeree; and

    • (B) the offeror; and

    • (C) the registered exchange (if the voting securities of the target company or the offeror are quoted on the registered exchange's market); and

• (b) deliver a copy of the statement referred to in paragraph (a)(i) to the Registrar of Companies for registration—

  • (i) immediately on receipt of the despatch notice (if the target company has sent the statement referred to in paragraph (a)(i) to the offeror under paragraph (a)(i)); or

  • (ii) immediately on sending the statement referred to in paragraph (a)(i) to the persons referred to in paragraph (a)(ii) (if subparagraph (i) does not apply).

(1) A copy of a notice, statement, or other document that must be given or sent under rules 41 to 46 (excluding rule 42B) and rule 48 must at the same time be given or sent to the Panel in hard copy and (if possible) in electronic form.

(2) The notice, statement, or other document must be given or sent to the Panel by or on behalf of the person who is responsible for giving or sending it under the relevant rule.

(3) On request by the Panel the target company must send to the Panel a copy of the securities register that the target company must send to the offeror under rule 42B, and in that case the Panel's copy most be in the came form as the offer's copy.

(4) An offeror or target company or person acting on behalf of any of them who, in relation to an offer, publishes or sends to any offeree any statement or information that is not required to be published or sent by the rules of this code must, at the same time that the statement or information is published or sent, also send a copy of it to the Panel in hard copy and (if possible) in electronic form.

The offeror must notify the target company, as soon as practicable before it sends the offer document to the offerees, of all information to be included in the offer document that is altered from, or additional to, the information that was contained in, or accompanied, the takeover notice.

(1) Despite anything in the constitution of the target company, each director of the target company is entitled to have refunded to the director by the target company any expenses properly incurred by the director on behalf, and in the interests, of holders of equity securities of the target company in relation to an offer or a takeover notice.

(2) The target company may recover from the offeror, as a debt due to the target company, any expenses properly incurred by the target company in relation to an offer or a takeover notice, whether as a result of refunds made under subclause (1) or otherwise.

(1) The offeror must as soon as practicable notify the Panel and the target company in writing on each occasion when the total level of acceptances received for each class of equity securities subject to the offer increases by 1% or more of the total issued equity securities in each class in the target company.

(2) If the target company or the offeror or any holding company of the offeror is a listed company or entity, the offeror must provide the registered exchange with the same notification that is required under subclause (1).

In this Part, unless the context otherwise requires,—

If a person becomes a dominant owner in a code company, that person must immediately send a written notice of that fact to the code company, the Panel, and the registered exchange (if any voting securities of the code company are quoted on the registered exchange's market).

The dominant owner has the right to acquire all the outstanding securities in the code company in accordance with this Part.

The outstanding security holders have the right to sell their outstanding securities in the code company to the dominant owner in accordance with this Part.

(1) The dominant owner must send to the outstanding security holders a notice in writing (the acquisition notice) that complies with rule 55.

(2) If the dominant owner becomes the dominant owner by reason of acceptances of an offer (whether or not the dominant owner has also acquired equity securities under rule 36), the acquisition notice must be sent not later than 30 days after the end of the offer period.

(3) If subclause (2) does not apply, the acquisition notice must be sent not later than 30 days after the dominant owner becomes the dominant owner.

(4) A copy of the acquisition notice must be—

• (a) sent immediately to the code company, the Panel, and (if the code company is a listed company) the registered exchange; and

• (b) delivered immediately to the Registrar of Companies for registration.

(1) An acquisition notice must—

• (a) state that the dominant owner holds or controls 90% or more of the voting rights in the code company; and

• (b) state either—

  • (i) that the outstanding security holders must sell their equity securities in the code company to the dominant owner; or

  • (ii) that the outstanding security holders have the right to sell their equity securities in the code company to the dominant owner; and

• (c) unless rule 56A applies, specify the consideration to be provided for the outstanding securities; and

• (ca) if rule 56A applies, state—

  • (i) the alternative consideration options; and

  • (ii) the procedure for nominating an alternative consideration option; and

  • (iii) what happens if an outstanding security holder does not nominate an alternative consideration option; and

• (d) set out the outstanding security holders' rights under this Part; and

• (e) specify the date on which the acquisition notice is sent to the outstanding security holders; and

• (f) subject to subclause (2), be accompanied by an instrument of transfer for the outstanding securities held by the outstanding security holder to whom the acquisition notice is sent; and

• (g) specify the return address for the instrument referred to in paragraph (f).

(2) If rule 56A applies, the instrument of transfer must provide for the outstanding security holder to nominate an alternative consideration option.

(1) If a person becomes the dominant owner by reason of acceptances of an offer (whether or not the dominant owner has also acquired equity securities under rule 36), the consideration payable in respect of equity securities in any class must be the same as the consideration provided under the offer for equity securities in the same class.

(2) Subclause (1) applies only if acceptances of the offer were received in respect of more than 50% of the equity securities that were the subject of the offer in the class in respect of which the consideration is to be determined.

(3) In subclause (2), equity securities controlled by the dominant owner or held or controlled by associates of the dominant owner are not included for the purposes of calculating the following:

• (a) the acceptances of the offer:

• (b) the equity securities that were the subject of the offer.

(1) This rule applies if rule 56 applies and the offer provided for alternative consideration options.

(2) If the offer provided for alternative consideration options, an outstanding security holder may nominate 1 of those options as the consideration payable and the dominant owner must provide that consideration.

(3) If the offer provided for alternative consideration options with a default consideration, and an outstanding security holder does not nominate 1 of the options, the dominant owner must provide the default consideration.

(4) If the offer provided for alternative consideration options without a default consideration, and an outstanding security holder does not nominate 1 of the options, the dominant owner must provide the consideration containing the greatest cash component.

(5) In this rule, default consideration means the consideration that was specified in the offer document to be payable if an accepting offeree did not nominate 1 of the alternative consideration options.

(1) If the consideration cannot be established under rule 56, the consideration specified in the acquisition notice—

• (a) must be a cash sum certified as fair and reasonable by an independent adviser; or

• (b) if a person becomes the dominant owner by reason of acceptances of an offer (whether or not the dominant owner has also acquired equity securities under rule 36) and the consideration under the offer was a cash sum or included a cash alternative, must be the same cash sum or cash alternative provided as consideration under the offer for equity securities of the same class.

(1A) The consideration specified under subclause (1) is the consideration payable for the outstanding securities.

(2) Subclause (1A) does not apply if, within 14 days after sending the acquisition notice, the dominant owner receives written objections to the specified consideration from outstanding security holders who hold the lesser of—

• (a) 2% or more of a class of equity securities; or

• (b) 10% or more of the outstanding securities of a class.

(3) If the dominant owner receives objections that together comply in all respects with subclause (2), the dominant owner must immediately refer to expert determination the amount of the consideration to be provided for the securities of the relevant class that must be a cash sum equal to the fair and reasonable value of those securities.

(4) For the purposes of this rule, the fair and reasonable value of an equity security must be calculated by—

• (a) first assessing the value of all the equity securities in the class of equity securities of which the equity security forms part; and

• (b) then allocating that value pro rata among all the securities of that class.

(5) On receipt of the independent adviser's certificate required under subclause (1)(a), the dominant owner must send a copy of it free of charge—

• (a) immediately to the Panel and, if the target company is a listed company, to the registered exchange; and

• (b) on request to any other person within 1 day of receipt of the request.

(6) On receipt of the expert determination required under subclause (3), the dominant owner must send a copy of it free of charge—

• (a) immediately to the Panel and, if the target company is a listed company, to the registered exchange; and

• (b) on request to any other person within 1 day of receipt of the request.

(1) A reference to expert determination under rule 57(3) is a reference to an independent person appointed by the Panel.

(2) The independent person acts as an expert and not as an arbitrator in making the determination.

(3) The dominant owner must pay the costs of the expert determination.

(4) The independent person must make the expert determination within 28 days after the date of his or her appointment to make the expert determination.

(1) An outstanding security holder who receives an acquisition notice accompanied by an instrument of transfer may, within 21 days after the date on which the acquisition notice is sent, return to the dominant owner, at the address specified in the acquisition notice, the duly executed instrument of transfer along with any other documents that are necessary to enable the dominant owner to be registered as the holder of the securities belonging to the outstanding security holder.

(2) Subclause (1) applies whether or not the outstanding security holder has objected to the specified consideration under rule 57(2).

(1) If an outstanding security holder returns to the dominant owner the documents referred to in rule 59, the dominant owner must, within 7 days after the dominant owner receives those documents, send to the outstanding security holder—

• (a) the consideration specified in the acquisition notice; or

• (b) if rule 56A applies, the consideration that is payable under that rule.

(2) Subclause (1) applies whether or not there has been a reference to expert determination under rule 57(3).

(1) If an outstanding security holder does not return to the dominant owner the documents referred to in rule 59, then, in the case of a compulsory sale, the dominant owner must, within 7 days after the expiration of the 21-day period referred to in rule 59,—

• (a) deliver to the code company—

  • (i) the consideration specified in the acquisition notice; or

  • (ii) if rule 56A applies, the consideration that is payable under that rule; and

• (b) send to the code company an instrument of transfer for those outstanding securities, executed on behalf of the outstanding security holder by the dominant owner or its agent.

(2) Any consideration received by the code company under subclause (1)(a) must be held in trust for the outstanding security holders until it is claimed.

(3) If the consideration is in cash, the cash must be deposited by the code company in an interest bearing trust account with a registered bank.

(4) Subclause (1) applies whether or not there has been a reference to expert determination under rule 57(3).

(1) If the consideration fixed by expert determination under rule 57(3) exceeds the consideration specified in the acquisition notice, the dominant owner must immediately pay, in the same manner as the consideration specified in the acquisition notice is to be paid, the balance owing to—

• (a) the outstanding security holders; or

• (b) the code company.

(2) If the consideration fixed by expert determination is less than the consideration specified in the acquisition notice, the dominant owner may recover the excess paid from—

• (a) the outstanding security holder; or

• (b) the code company (if the consideration is held by the code company).

(1) In the case of a compulsory sale, the directors of the code company must register the dominant owner or its nominee as the holder of the outstanding securities on receipt by the code company of—

• (a) the executed instruments of transfer and related documents received by the dominant owner in accordance with rule 59; and

• (b) evidence to the reasonable satisfaction of the code company that the consideration has been sent to the outstanding security holders in accordance with rule 60; and

• (c) the executed instrument or instruments of transfer and the consideration in accordance with rule 61.

(2) In the case of a voluntary sale, the directors of the code company must register the dominant owner or its nominee as the holder of the outstanding securities on receipt by the code company of—

• (a) the executed instruments of transfer and related documents received by the dominant owner in accordance with rule 59; and

• (b) evidence to the reasonable satisfaction of the code company that the consideration has been sent to the outstanding security holders in accordance with rule 60.

(1) A person must not engage in conduct that is—

• (a) conduct in relation to any transaction or event that is regulated by this code; and

• (b) misleading or deceptive or likely to mislead or deceive.

(2) A person must not engage in conduct that is—

• (a) incidental or preliminary to a transaction or event that is or is likely to be regulated by this code; and

• (b) misleading or deceptive or likely to mislead or deceive.

Rule 64 does not apply to conduct in relation to a disclosure under Part 4 of the Securities Markets Act 1988 or to conduct in relation to an advice advertisement, a broker advertisement, or a product advertisement to the extent that that conduct is regulated by Part 4 of that Act.