Dated at Auckland this 4th day of May 2004.
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 30 April 2004.
The notice exempts Trans Tasman Properties Limited from ,the requirement that its chief executive officer must sign the certificate that is required, under clause 26(1) of Schedule 2 of the Takeovers Code, to be included in the target company statement that Trans Tasman Properties is obliged to issue in response to the takeover offer dated 20 April 2004 received from SEA Holdings New Zealand Limited (SEANZ).
The chief executive officer of Trans Tasman Properties, Mr Donald Fletcher, is also the chief executive officer of the offeror company, SEANZ. In view of the conflict of interest inherent in Mr Fletcher's dual roles, the Panel considered that it was inappropriate for Trans Tasman Properties' chief executive officer to have to certify the target company statement.
Instead, Mr Fletcher is required, as a condition of the exemption, to certify that, to the best of his knowledge and belief, he has provided to the board of Trans Tasman Properties all information that is required to be disclosed by Trans Tasman Properties under the Code, and that is necessary to enable the directors of Trans Tasman Properties to sign the certificate referred to in clause 26(1) of Schedule 2 of the Code. He must also certify that the information he has disclosed is true and correct and not misleading.
The Panel considered that it was appropriate to grant the exemption because it was necessary to take into account the conflict of interest inherent in Mr Fletcher's roles as the chief executive officer of the offeror and also of the target company.
The Panel considered that the exemption was consistent with the objectives of the Code because the chief executive officer of Trans Tasman Properties is still required to make available to the board of Trans Tasman Properties all relevant information possessed by him.