Dated at Wellington this 1st day of December 2003.
The Common Seal of the Takeovers Panel was affixed in the presence of:
Statement of reasons
This notice applies to acts or omissions occurring on or after 13 October 2003.
The Takeovers Panel (the Panel) has granted an exemption in respect of rule 6(1) of the Takeovers Code (the Code) to—
•Mrs Joanne Storme Doolan (Mrs Doolan), trustee of the Boston Trust (the Boston Trust); and
•Mrs Sally Maitland Hotchin (Mrs Hotchin), trustee of the McConnochie Trust (the McConnochie Trust).
The Boston Trust is a discretionary family trust established under a deed of trust dated 17 December 1997 for the benefit of the family of Roy William Doolan.
The McConnochie Trust is a discretionary family trust established under a deed of trust dated 1 November 1997 for the benefit of Mrs Hotchin, John Lawrence Hotchin, and their family.
On 14 October 2003, as part of the rearrangement of the affairs of each of the Boston and McConnochie Trusts,—
•the sole trustee of the Boston Trust retired and Mrs Doolan was appointed trustee. As a consequence, legal ownership of the 8 450 000 shares in Vending Technologies Limited (VTL) held by the retiring trustee of the Boston Trust was transferred to Mrs Doolan:
•the sole trustee of the McConnochie Trust retired and Mrs Hotchin was appointed trustee. Accordingly, legal ownership of the 8 250 000 shares in VTL held by the retiring trustee of the McConnochie Trust was transferred to Mrs Hotchin.
In each case, compliance with the Code was overlooked. The Panel is satisfied that these breaches of the Code were inadvertent.
The Panel considers that the exemption for Mrs Doolan and Mrs Hotchin is appropriate because,—
•although the reorganisation undertaken by the Boston Trust and the McConnochie Trust to appoint new trustees resulted in a change in the form of control of VTL, there was no effective change in the voting rights in VTL; and
•shareholders of VTL were not disadvantaged by not having the opportunity to vote on the reorganisation at a meeting of shareholders, as the reorganisation had no real effect on those shareholders; and
•the non-compliance with the Code by Mrs Hotchin and Mrs Doolan was inadvertent.
The Panel considers that the exemptions are consistent with the objectives of the Code because—