Securities Act (Takeovers) Exemption Notice 2001

  • revoked
  • Securities Act (Takeovers) Exemption Notice 2001: revoked, on 1 April 2011, by clause 20 of the Securities Act (Takeovers) Exemption Notice 2011 (SR 2011/63).

Reprint
as at 1 April 2011

Coat of Arms of New Zealand

Securities Act (Takeovers) Exemption Notice 2001

(SR 2001/217)

  • Securities Act (Takeovers) Exemption Notice 2001: revoked, on 1 April 2011, by clause 20 of the Securities Act (Takeovers) Exemption Notice 2011 (SR 2011/63).


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 notice is administered by the Securities Commission.


Pursuant to the Securities Act 1978, the Securities Commission gives the following notice.

Notice

1 Title
  • This notice is the Securities Act (Takeovers) Exemption Notice 2001.

Part 1
Preliminary

2 Commencement
  • This notice comes into force on the day after the date of its notification in the Gazette.

3 Expiry
  • This notice expires on the close of 31 July 2011.

    Clause 3: amended, on 31 July 2006, by clause 4 of the Securities Act (Takeovers) Exemption Amendment Notice 2006 (SR 2006/201).

4 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    Act means the Securities Act 1978

    annual report means the annual report and financial statements (including the auditor's report on those financial statements) that the issuer is required by the rules of the Exchange to send to holders of securities of the issuer that are quoted on a securities market operated by New Zealand Exchange Limited

    Code means the Takeovers Code approved by the Takeovers Code Approval Order 2000

    code offer means a full offer or a partial offer for voting securities of a target company made in accordance with the Code; and includes an acquisition of voting securities in a target company under Part 7 of the Code

    Exchange means any securities market operated by New Zealand Exchange Limited

    full offer has the same meaning as in rule 3(1) of the Code

    half-yearly report means the half-yearly report and financial statements (including the auditor's report on those financial statements, if any) that the issuer is required by the rules of the Exchange to send to holders of securities of the issuer that are quoted on a securities market operated by New Zealand Exchange Limited

    interim report means any interim report and interim financial statements (including the auditor's report on those financial statements, if any) that the issuer has sent to holders of securities of the issuer that are quoted on a securities market operated by New Zealand Exchange Limited (other than the half-yearly report)

    listed company means a company that is a party to a listing agreement with New Zealand Exchange Limited

    listed unit trust means a unit trust if the manager of that trust is a party to a listing agreement with New Zealand Exchange Limited under which the securities of the trust are, or are to be, quoted

    offer document has the same meaning as in rule 3(1) of the Code

    offeror means a person who makes a code offer

    partial offer has the same meaning as in rule 3(1) of the Code

    quoted securities means equity securities, debt securities, or units in a unit trust that—

    • (a) are issued by a listed company or by a manager of a listed unit trust; and

    • (b) have been quoted on the Exchange continuously for at least 12 months before the making of a code offer or belong, or will when issued belong, to a class of equity securities, debt securities, or units in a unit trust that has been quoted on the Exchange continuously for at least 12 months before the making of a code offer; and

    • (c) are offered as consideration or part consideration for a code offer

    Regulations means the Securities Regulations 1983

    takeover notice has the same meaning as in rule 3(1) of the Code

    target company has the same meaning as in rule 3(1) of the Code

    target company statement has the same meaning as in rule 3(1) of the Code

    unquoted securities means equity securities, debt securities, or units in a unit trust, other than quoted securities, that are offered as consideration or part consideration for a code offer

    voting security has the same meaning as in rule 3(1) of the Code.

    (2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

    Clause 4(1) annual report: amended, on 12 November 2004, by clause 3(1) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

    Clause 4(1) Exchange: substituted, on 12 November 2004, by clause 3(2) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

    Clause 4(1) half-yearly report: amended, on 12 November 2004, by clause 3(1) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

    Clause 4(1) interim report: amended, on 12 November 2004, by clause 3(1) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

    Clause 4(1) listed company: substituted, on 12 November 2004, by clause 3(3) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

    Clause 4(1) listed unit trust: inserted, on 12 November 2004, by clause 3(3) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

    Clause 4(1) quoted securities: substituted, on 12 November 2004, by clause 3(4) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

    Clause 4(1) takeover notice: inserted, on 2 May 2003, by clause 3 of the Securities Act (Takeovers) Exemption Amendment Notice 2003 (SR 2003/87).

    Clause 4(1) unquoted securities: substituted, on 12 November 2004, by clause 3(5) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

Part 2
Exemption from regulation 3(1), (2), and (4) of Securities Regulations 1983 for quoted securities

  • Part 2 heading: substituted, on 12 November 2004, by clause 4 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

5 Application of this Part
  • This Part applies to quoted securities.

    Clause 5: amended, on 12 November 2004, by clause 5 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

6 Exemption from Schedule 1 of Securities Regulations 1983 for issuers of quoted equity securities
  • Every issuer and every person acting on its behalf are exempted from regulation 3(1) of the Regulations in the case of quoted securities that are equity securities.

7 Exemption from Schedule 2 of Securities Regulations 1983 for issuers of quoted debt securities
  • Every issuer and every person acting on its behalf are exempted from regulation 3(2) of the Regulations in the case of quoted securities that are debt securities.

7A Exemption from Schedule 3A of Securities Regulations 1983 for issuers of quoted units in unit trust
  • Every issuer and every person acting on its behalf are exempted from regulation 3(4) of the Regulations in the case of quoted securities that are units in a unit trust

    Clause 7A: inserted, on 12 November 2004, by clause 6 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

8 Conditions
  • The exemptions in this Part are subject to the conditions that—

    • (a) the registered prospectus for the offer of the quoted securities contains the following information or is accompanied by the following documents:

      • (i) the name of the issuer and, if the issuer and the offeror are different persons, the relationship of the issuer to the offeror:

      • (ii) the material terms and conditions of the quoted securities:

      • (iii) a statement that a copy of the most recent annual report of the issuer is available on request:

      • (iv) a copy of the most recent half-yearly report of the issuer relating to a period after the annual report referred to in subparagraph (iii), if any:

      • (v) a copy of the most recent interim report of the issuer relating to a period after the annual report referred to in subparagraph (iii), if any, or, if a copy of a half-yearly report has been disclosed under subparagraph (iv), a copy of any interim report of the issuer relating to a period after that half-yearly report, if any:

      • (vi) any other information that could reasonably be expected to be material to the making of a decision by the target company's shareholders to accept or reject the code offer or, if there is no such information, a statement to that effect; and

    • (b) the registered prospectus for the offer of the quoted securities accompanies the takeover notice when it is provided to the target company under rule 41 of the Code.

    Clause 8: substituted, on 2 May 2003, by clause 4 of the Securities Act (Takeovers) Exemption Amendment Notice 2003 (SR 2003/87).

    Clause 8: amended, on 12 November 2004, by clause 7 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

Part 3
Exemption from certain provisions of Schedule 1, Schedule 2, and Schedule 3A of Securities Regulations 1983 for unquoted securities

  • Part 3 heading: substituted, on 12 November 2004, by clause 8 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

9 Application of this Part
  • This Part applies to unquoted securities.

    Clause 9: amended, on 12 November 2004, by clause 9 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

10 Exemption from certain provisions of Schedule 1 of Securities Regulations 1983 for issuers of unquoted equity securities
  • Every issuer and every person acting on its behalf are exempted from the following provisions of Schedule 1 of the Regulations in the case of unquoted securities that are equity securities:

    • (b) clause 11(3)(b) to the extent that that paragraph relates to the target company.

11 Conditions
  • (1) The exemption from clause 1(4) of Schedule 1 of the Regulations is subject to the condition that the registered prospectus for the unquoted securities contains the following statement:

    Information about the price or other consideration to be paid or provided for the securities is contained in [specify clause or paragraph reference] of the takeover offer document for this offer.

    (2) The exemption from clause 10(1)(b) of Schedule 1 of the Regulations is, if the issuer is also the offeror, subject to the condition that the registered prospectus for the securities contains a statement of—

    • (a) the expected effect on the operations of the target company of the acquisition by the issuer of securities in the target company resulting from the proposed code offer; and

    • (b) the plans of the directors of the issuer for the target company.

    (3) The exemption from clause 10(2) of Schedule 1 of the Regulations is, if the issuer is also the offeror, subject to the condition that the prospective statement of cash flows required by clause 10(1)(c) of Schedule 1 of the Regulations shows—

    • (a) the likely effect on the cash flows of the issuer of the acquisition by the issuer of securities in the target company resulting from the proposed code offer; and

    • (b) the principal assumptions on which the statement of cash flows is based.

    (4) The exemption from clause 11(3)(b) of Schedule 1 of the Regulations is subject to the conditions that—

    • (a) the registered prospectus for the unquoted securities contains all the information required under clause 11(3)(c) to (g) of that schedule relating to the target company that is within the knowledge, possession, or control of the issuer and that is not already contained in the offer document; and

    • (b) the registered prospectus for the unquoted securities specifies the information required under clause 11(3)(c) to (g) of that schedule relating to the target company that is contained in the offer document together with cross-references; and

    • (c) the registered prospectus for the unquoted securities specifies the information required under clause 11(3)(c) to (g) of that schedule relating to the target company that is not contained in the registered prospectus or the offer document and states the reasons for not including that information in those documents.

    (5) The exemptions from clauses 1(4), 2(a) and (b), 10(1)(b) and (2), and 11(3)(b) of Schedule 1 of the Regulations are subject to the condition that the registered prospectus for the offer of unquoted securities accompanies the takeover notice when it is provided to the target company under rule 41 of the Code.

    Clause 11(1): amended, on 12 November 2004, by clause 10 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

    Clause 11(5): added, on 2 May 2003, by clause 5 of the Securities Act (Takeovers) Exemption Amendment Notice 2003 (SR 2003/87).

12 Exemption from certain provisions of Schedule 2 of Securities Regulations 1983 for issuers of unquoted debt securities
  • Every issuer and every person acting on its behalf are exempted from the following provisions of Schedule 2 of the Securities Regulations 1983 in the case of unquoted securities that are debt securities:

    • (b) clause 8(3)(b) to the extent that that paragraph relates to the target company.

    Clause 12: amended, on 2 May 2003, by clause 6 of the Securities Act (Takeovers) Exemption Amendment Notice 2003 (SR 2003/87).

13 Conditions
  • (1) The exemption from clause 1(4) of Schedule 2 of the Regulations is subject to the condition that the registered prospectus for the unquoted securities contains the following statement:

    Information about the price or other consideration to be paid or provided for the securities is contained in [specify clause or paragraph reference] of the takeover offer document for this offer.

    (2) The exemption from clause 8(3)(b) of Schedule 2 of the Regulations is subject to the conditions that—

    • (a) the registered prospectus for the unquoted securities contains all the information required under clause 8(3)(c) to (g) of that schedule relating to the target company that is within the knowledge, possession, or control of the issuer and that is not already contained in the offer document; and

    • (b) the registered prospectus for the unquoted securities specifies the information required under clause 8(3)(c) to (g) of that schedule relating to the target company that is contained in the offer document together with cross-references; and

    • (c) the registered prospectus for the unquoted securities specifies the information required under clause 8(3)(c) to (g) of that schedule relating to the target company that is not contained in the registered prospectus or the offer document and states the reasons for not including that information in those documents.

    (3) The exemptions from clauses 1(4), 2(a) and (b), and 8(3)(b) of Schedule 2 of the Regulations are subject to the condition that the registered prospectus for the offer of unquoted securities accompanies the takeover notice when it is provided to the target company under rule 41 of the Code.

    Clause 13(1): amended, on 12 November 2004, by clause 11 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

    Clause 13(3): added, on 2 May 2003, by clause 7 of the Securities Act (Takeovers) Exemption Amendment Notice 2003 (SR 2003/87).

13A Exemption from certain provisions of Schedule 3A of Securities Regulations 1983 for issuers of unquoted units in unit trust
  • Every issuer and every person acting on its behalf are exempted from the following provisions of Schedule 3A of the Regulations in the case of unquoted securities that are units in a unit trust:

    • (b) clause 9(3)(b) to the extent that that paragraph relates to the target company.

    Clause 13A: inserted, on 12 November 2004, by clause 12 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

13B Conditions
  • (1) The exemption from clause 1(6) of Schedule 3A of the Regulations is subject to the condition that the registered prospectus for the unquoted securities contains the following statement:

    Information about the price or other consideration to be paid or provided for the securities is contained in [specify clause or paragraph reference] of the takeover offer document for this offer.

    (2) The exemption from clause 9(3)(b) of Schedule 3A of the Regulations is subject to the conditions that—

    • (a) the registered prospectus for the unquoted securities contains all the information required under clause 9(3)(c) to (e) of that schedule relating to the target company that is within the knowledge, possession, or control of the issuer and that is not already contained in the offer document; and

    • (b) the registered prospectus for the unquoted securities specifies the information required under clause 9(3)(c) to (e) of that schedule relating to the target company that is contained in the offer document together with cross-references; and

    • (c) the registered prospectus for the unquoted securities specifies the information required under clause 9(3)(c) to (e) of that schedule relating to the target company that is not contained in the registered prospectus or the offer document and states the reasons for not including that information in those documents.

    (3) The exemptions from clauses 1(6) and 9(3)(b) of Schedule 3A of the Regulations are subject to the condition that the registered prospectus for the offer of unquoted securities accompanies the takeover notice when it is provided to the target company under rule 41 of the Code.

    Clause 13B: inserted, on 12 November 2004, by clause 12 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

Part 4
Exemption from clauses 1 and 5 of Schedule 3D of Securities Regulations 1983 for quoted and unquoted securities

  • Part 4 heading: amended, on 12 November 2004, by clause 13 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

14 Application of this Part
  • This Part applies to offers of quoted securities and unquoted securities.

    Clause 14: amended, on 12 November 2004, by clause 14 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

15 Exemption from clauses 1(1) and 5 of Schedule 3D of Securities Regulations 1983 for issuers of quoted and unquoted securities
  • (1) Every issuer and every person acting on its behalf are exempted, in the case of quoted securities or unquoted securities, from the requirement to include in an investment statement in the list of questions referred to in clause 1.1 of Schedule 3D of the Regulations, the question How much do I pay?

    (2) Every issuer and every person acting on its behalf are exempted, in the case of quoted securities or unquoted securities, from clause 5 of Schedule 3D of the Regulations and the italicised question above that clause.

    Clause 15 heading: amended, on 12 November 2004, by clause 15(1) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

    Clause 15(1): amended, on 12 November 2004, by clause 15(2) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

    Clause 15(2): amended, on 12 November 2004, by clause 15(3) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

16 Conditions
  • (1) The exemption granted by clause 15(1) is subject to the condition that, in place of the question How much do I pay?, the investment statement includes the question What will this cost me?

    (2) The exemption granted by clause 15(2) is subject to the condition that the investment statement—

    • (a) contains a brief description of the terms of exchange of the quoted securities or unquoted securities and the securities in the target company under offer:

    • (b) states the proportion of voting securities of the shareholders in the target company that the offeror wishes to acquire:

    • (c) states the number of quoted securities or unquoted securities offered as consideration for securities in the target company, expressed as a ratio:

    • (d) states the amount of any cash sum offered as consideration for each target company security under offer:

    • (e) describes how a holder of securities in the target company may accept the code offer.

    (3) The exemptions in clause 15 are subject to the condition that the investment statement for the offer of quoted or unquoted securities accompanies the takeover notice when it is provided to the target company under rule 41 of the Code.

    Clause 16(2)(a) : amended, on 12 November 2004, by clause 16 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/39.

    Clause 16(2)(c) : amended, on 12 November 2004, by clause 16 of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/39.

    Clause 16(3): added, on 2 May 2003, by clause 8 of the Securities Act (Takeovers) Exemption Amendment Notice 2003 (SR 2003/87).

Dated at Wellington this 21st day of August 2001.

The Common Seal of the Securities Commission was affixed in the presence of:

[Seal]

M R H Webb,
Chairperson.


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 23 August 2001.


Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)


Notes
1 General
  • This is a reprint of the Securities Act (Takeovers) Exemption Notice 2001. The reprint incorporates all the amendments to the notice as at 1 April 2011, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/reprints/ .

2 Status of reprints
  • Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

    This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared
  • A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
  • Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

    A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

    In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

    • omission of unnecessary referential words (such as of this section and of this Act)

    • typeface and type size (Times Roman, generally in 11.5 point)

    • layout of provisions, including:

      • indentation

      • position of section headings (eg, the number and heading now appear above the section)

    • format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • format of dates (eg, a date formerly expressed as the 1st day of January 1999 is now expressed as 1 January 1999)

    • position of the date of assent (it now appears on the front page of each Act)

    • punctuation (eg, colons are not used after definitions)

    • Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • case and appearance of letters and words, including:

      • format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

      • small capital letters in section and subsection references are now capital letters

    • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • running heads (the information that appears at the top of each page)

    • format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)