Dated at Auckland this 26th day of March 2002.
The Common Seal of the Takeovers Panel was affixed in the presence of:
D O Jones,
Statement of reasons of Takeovers Panel
The Takeovers Panel has granted a class exemption to offerors who make a full offer under the Code—
that is unconditional as to the level of acceptance at the time the offer is made (the offeror already holds over 50% of the voting securities of the target company and does not impose a minimum acceptance condition on the offer); or
that becomes unconditional as to the level of acceptance at some time during the offer period (the minimum acceptance condition is satisfied).
The Code currently provides, in rules 24(3) and 29(3), that offers unconditional as to level of acceptance may be extended without the 14 days' notice otherwise required by rule 29(1), provided, through the application of rule 24(3), the offer period is already greater than 90 days or the extension takes the offer period into the 60-day additional offer period available to these offers. This exemption provides for consistent treatment for all full offers that are unconditional as to the levels of acceptance.
This exemption is appropriate because it provides a uniform period for the extension of an offer period for a full offer that is already unconditional as to the level of acceptance and for which no other party is likely to make a competing Code offer for the target company. This should promote speedier completion of the offers to the benefit of offerors, offerees, target companies, and the market generally.
This exemption is consistent with the objectives of the Code because the Code already recognises that, in some circumstances, offers that are unconditional as to the level of acceptance may be extended without notice. This exemption provides for consistent treatment of these offers, regardless of when they become unconditional in that respect.