Takeovers Code (Kingsgate International Corporation Limited) Exemption Notice 2004

  • revoked
  • Takeovers Code (Kingsgate International Corporation Limited) Exemption Notice 2004: revoked, on 6 November 2008, by clause 3 of the Regulations Revocation Order 2008 (SR 2008/367).

Reprint
as at 6 November 2008

Takeovers Code (Kingsgate International Corporation Limited) Exemption Notice 2004

(SR 2004/191)

  • Takeovers Code (Kingsgate International Corporation Limited) Exemption Notice 2004: revoked, on 6 November 2008, by clause 3 of the Regulations Revocation Order 2008 (SR 2008/367).


Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this eprint.

A general outline of these changes is set out in the notes at the end of this eprint, together with other explanatory material about this eprint.

This notice is administered by the Takeovers Panel.


Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

1 Title
  • This notice is the Takeovers Code (Kingsgate International Corporation Limited) Exemption Notice 2004.

2 Application
  • This notice applies to acts or omissions occurring on or after 3 June 2004.

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

    Act means the Takeovers Act 1993

    Code means the Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR 2000/210))

    excluded provisions means the provisions of the valuation reports that are described in the Schedule

    independent adviser's report means the report dated 1 June 2004 prepared by Grant Samuel & Associates Limited in relation to the offer and forming part of the target company statement

    Kingsgate means Kingsgate International Corporation Limited

    offer means the full takeover offer for all of the equity securities in Kingsgate made by KIN Holdings Limited on 21 May 2004

    target company statement means the statement referred to in rule 46 of the Code that Kingsgate on 4 June 2004 sent to offerees in relation to the offer

    valuation reports means the 4 valuation reports dated 31 December 2003 prepared by CB Richard Ellis Limited relating to properties owned by Kingsgate and referred to in the independent adviser's report.

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

4 Exemption from clause 20(b) of Schedule 2 of Code
  • Kingsgate is exempted from making available, in accordance with clause 20(b) of Schedule 2 of the Code, the valuation reports.

5 Conditions of exemption in clause 4
  • The exemption in clause 4 is subject to the conditions that—

    • (a) Kingsgate makes available, in accordance with clause 20(b) of Schedule 2 of the Code, the valuation reports without the excluded provisions; and

    • (b) the valuation reports made available under subclause (a) are complete, except for the excluded provisions; and

    • (c) the offerees are notified—

      • (i) that information has been deleted from the valuation reports; and

      • (ii) of the general reasons why the information has been deleted; and

      • (iii) of the general nature of the material information that has been deleted; and

      • (iv) that the directors of Kingsgate warrant to share-holders that non-disclosure of the excluded pro-visions does not make the valuations misleading in any material particular.


Schedule
Excluded provisions in valuation reports

cl 3(1)

Valuation reportExcluded provisions
A valuation report by CB Richard Ellis Limited prepared for Birkenhead Investments Pty Limited of Birkenhead Point Outlet Centre and Marine, Roseby St, Drummoyne, NSW 2047, dated 31 December 2003Executive Summary:
—page v: the Moving Annual Turnover table:
—page v: the gross figures in the Tenancy Profile table
Clause 3.3:
 —the table on page 25, excluding the row that refers to Total Capital Expenditure.
 Clause 4.2:
 —all the text and content and content after the words cash flow period is additionally included on page 26 to the end of page 30.
 Clause 4.3:
 —the whole of page 31.
 Clause 4.3.1:
 —all the text and content beginning after the words component of the complex on page 32.
 Clause 4.3.2:
 —all the text beginning after the words dominating the special mix on page 33.
 Clause 4.3.3:
 —all the text and content up to but not including the words Appropriate leasing up on page 34:
 —the table on page 35:
 —all the text and content beginning after the words relating to the existing tenancies. on page 35 to the end of page 40.
 Clause 5.1.1:
 —the table on page 41:
 —all the text and content up to but not including the words Comparison of specialty trader on page 42:
 —all the text and content beginning after the words within the subject complex on page 42 up to but not including the words we have additionally considered the issue on page 43:
 —all the text and content beginning after the words the gross occupancy cost ratio up to but not including the words Based on a broad analysis on page 43:
 —all the text beginning after the words within the subject complex up to but not including the words is slightly above the JHD average on page 43.
 Clause 5.1.2:
 —all the text and content up to but not including the words comparisons with last year on page 44:
 —all the text beginning after the words spend per visitor up to but not including the words is reasonable for on page 44.
 Clause 5.2:
 —both tables on page 45:
 —all the text beginning after the words within the subject complex on page 45.
 Clause 5.3:
 —the table on page 46.
 Clause 5.4:
 —all the text beginning after the words is additionally included on page 46:
 —the table and graph on page 47.
 Clause 5.5:
 —the table on page 48:
 —all the text after the words beginning an over-all rate up to but not including the words which is considered on page 48.
 Clause 6.1.1:
 —in the item for Marina Cost on page 49, all the text after the words beginning rebuilt in 2002. up to but not including the words This cost has:
 —in the item for Marina Income on page 49, all the text after the words beginning past 3 years up to but not including A number of berths :
 —in the item for Cash Flow Forecast on page 51, all the text beginning after the words at CPI forecast.:
 —all the tables on pages 50-52.
 Clause 9.3:
 —the whole of the section headed Capital Adjustments under the table on page 67:
 —the table on page 68.
 Clause 9.4:
 —all the tables on pages 69 and 71.
 Clause 9.5:
 —the table on page 72:
 —all the text beginning after the words term of licence. up to but not including Accordingly, we have on page 73:
 —on page 74, Method 2 in the table up to but not including the words Indicated Value.
 Appendix 1:
 —all the text beginning after the words completed by 16 January 2003 up to but not including our invoice will be presented upon on pages 1-2.
A valuation report by CB Richard Ellis Limited prepared for Kingsgate Investments Pty Limited of 2B-14 Kings Cross Road, Potts Point, NSW 2011, dated 31 December 2003Clause 3.2:
 —all the text and content beginning after the words the consent is to operate on page 17 up to and including the table on page 20.
 Clause 3.2.2:
 —the whole of clause 3.2.2 on pages 20-21.
 Clause 3.2.3:
 —all the text beginning after the words the Sydney CBD up to but not including the words The retail tenancy will possess on page 21.
 Clause 3.2.4:
 —all the text and content beginning on page 22 up to but not including the words We have assumed that on page 24.
 Clause 3.2.5:
 —the whole of clause 3.2.5.
 Clause 3.3.1:
 —all the text beginning after the words Kingsgate Investments Pty Ltd up to but not including the words relating to the proposed development on page 24:
 —all the text beginning after the words prepared for this property on page 24 up to but not including the words For the purposes of this valuation on page 25.
 Clause 3.3.2:
 —all the text beginning after the words within the Council area. on page 25.
 Clause 8.2:
 —in in the table on page 62, the columns for Total Likely Realisation and Average Realisation, excluding the totals.
 Schedule of units:
 —the 2 charts after clause 8.2 on the unnumbered pages between pages 62 and 63.
 Clause 8.3:
 —the table of Development Cashflow and the Valuation Summary on the unnumbered pages between pages 64 and 65.
 Appendix VI:
 —the whole of page 2 in the Notice of Determination.
 Appendix VII:
 the whole of the following plans:
 Proposed Plan Basement 1:
 Proposed Plan Basement 2:
 Proposed Plan Ground Floor:
 Proposed Plan Level 1:
 Proposed Plan Levels 2 to 13:
 Proposed Plan Level 14:
 Proposed Plan Level 15.
A valuation report by CB Richard Ellis Limited prepared for Kingsgate Investments Pty Limited of 82-94 Darlinghurst Road. Potts Point, NSW 2011, dated 31 December 2003Clause 3.3.1:
 —all the text, beginning after the words the proposed development up to but not including the words we should stress that on page 28.
 Clause 3.3.2:
 —the whole of clause 3.3.2.
 Clause 9.1.1:
 —the table on page 68.
 Clause 9.1.2:
 —all the text beginning after the words have sold in the area on page 68.
 Clause 9.1.3:
 —all the text beginning after the words current vacancies have been deducted in the first bullet point on page 69, and ending at the end of that bullet point:
 —all the text beginning after the words allowance of 6 months is deducted in the second bullet point on page 69 and ending at the end of that bullet point:
 —all the text beginning after the words have been deducted, in the third bullet point on page 69 and ending at the end of that bullet point:
 —all the text beginning after the words The mid-point of this range is rounded to $13,350,000 on page 69 up to but not including the words By way of comparables noted above on page 69:
 —in the table on page 69, the last named property title in the column (below Suite 2/106 Darlinghurst Road, Darlinghurst) and its corresponding dollar rate per square metre:
 —the table on page 70, up to but not including the row for Adopted Capital Value.
 Clause 9.3:
 —in the table on page 71, the columns for Total Likely Realisation and Average Realisation, excluding totals.
 Clause 9.4:
 —in paragraph (iii) on page 72, all the text beginning after the words is in operation up to but not including the words This adjustment is discussed:
 —in paragraph (vi) on page 73, all the text beginning after the words construction costs:
 —in paragraph (vii) on page 73. all the text beginning after the words construction costs up to but not including the words in respect of the buildings.
 Clause 9.4.1:
 —in the second paragraph on page 74, the figure after the words reflects a rate of:
 —in the third paragraph on page 74, the figure after the words reflects a rate of:
 —in the fourth paragraph on page 74, the figure after the words reflects a rate of.
 Clause 9.5:
 —the 4 dollar figures in the last paragraph on page 75:
 —the whole of the 4 unnumbered pages immediately following page 75.
A valuation report by CB Richard Ellis Limited prepared for Kingsgate Investments Pty Limited, and its financier ANZ Bank, of Kingsgate Shopping Centre, Top of Williams Street, Kings Cross, NSW 2011, dated 31 December 2003Executive Summary:
 —page v: in the Rental Analysis table, the dollars per square metre figures, including totals:
 —page v: the Moving Annual Turnover chart:
 —page v: the gross figures in the Tenancy Profile table.
 Clause 3.2.2:
 —all the text beginning after the words or Bayswater Road on page 15 up to but not including the words The layout of the subject complex on page 16.
 Clause 3.2.6:
 —all the text beginning after the words having cultural significance on page 18.
 Clause 3.3:
 —on page 18, all the text beginning after the words clean and well maintained up to but not including the words Shopping centres by their very nature.
 Clause 3.4:
 —all the text in the second paragraph beginning after the words profitable retailing environment on page 19.
 Clause 3.5:
 —all the text beginning after the words planned and commenced. on page: 19.
 Clause 4.2:
 —all the text beginning after the words additionally included on page 20 and the whole of page 21.
 Clause 4.3.1:
 —all the text beginning after the words the operator of the signage. on page 22.
 Clause 4.3.2:
 —all the text beginning after the words proprietor of the subject property. on page 22.
 Clause 4.3.3:
 —on pages 22-23, all the text beginning after the words for their advertising purposes:
 —the table on page 24.
 Clause 4.4:
 —in the first paragraph, all the text beginning from the words Based on the tenancy information up to but not including the words The following table summarises on page 25:
 —the table summarising the current specialty tenant profile on page 25:
 —all the text beginning after the words common form of lease on page 25 up to and including the words against uncontrollable expenses. on page 26.
 Clause 4.4.1:
 —on page 26, all the text and content beginning after the words component of the complex,.
 Clause 4.4.2:
 —all the text beginning from the words The following graph illustrates the overall tenancy profile up to and including the second graph headed Tenancy Mix Comparison on page 27.
 Clause 4.4.3:
 —all the text and content beginning from the words We set out below details of the existing vacancies up to and including the first table detailing the existing vacancies/market rental levels on page 28:
 —all the text and content beginning from the words The following table details the existing monthly tenants up to and including the second table detailing the monthly tenants/market rental levels on page 28:
 —all the text beginning from the words We have requested information in respect up to and including the words advice provided herein will require revision. on page 29:
 —the table on page 30.
 Clause 5.1.1:
 —all the text and content beginning after the words for the Coles supermarket, and ending after the table on turnover figures on page 31.
 Clause 5.2.1:
 —all the text and content beginning with the words The following table outlines our opinion of market rentals up to and including the first table on page 32:
 —all the text and content beginning with the words The following table summarises the gross rentals up to and including the second table on page 32.
 Clause 5.2.2:
 —all the text beginning with the words Our research indicates that on page 33.
 Clause 5.3:
 —the table on page 33.
 Clause 5.4:
 —the table and graph on page 34.
 Clause 5.5:
 —the table on page 35:
 —all the text beginning after the words demonstrates an overall rate up to but not including the words which is considered to be within market parameters on page 35.
 Clause 8.2:
 —all the text beginning with the words The lease profile for specialty tenants up to and including the words vacant areas and monthly tenancies. on page 51:
 —all the text beginning after the word However up to but not including the words we have adopted a capitalisation on page 52:
 —in the last paragraph on page 52, all the text under the heading Investment.
 Clause 8.3:
 —the table on page 54, excluding the row for Capitalised Value:
 —the table on page 55.
 Clause 8.4:
 —the table on page 56:
 —all the tables on page 58.
 Appendix 1:
 —the fee basis on the first page

Dated at Wellington this 22nd day of June 2004.

The Common Seal of the Takeovers Panel was affixed in the presence of:

DO Jones,

Deputy Chairperson.

[LS]


Statement of reasons

This notice applies to acts or omissions occurring on or after 3 June 2004.

The Takeovers Panel has granted an exemption to Kingsgate International Corporation Limited (Kingsgate), subject to conditions, from clause 20(b) of Schedule 2 of the Takeovers Code (the Code) in so far as Kingsgate is required to make available, in accordance with that clause, the valuation reports referred to in Kingsgate's target company statement sent to offerees in relation to a takeover offer by KIN Holdings Limited.

The Panel considers that it is appropriate to grant the exemption in this case because compliance with clause 20(b) of Schedule 2 would require Kingsgate to make available confidential and commercially sensitive information, which it is not in the interests of Kingsgate or its shareholders to provide.

The Panel considers that the exemption is consistent with the objectives of the Code because

  • a condition of the exemption ensures that the form of the valuations that will be made available has been approved by the Panel; and

  • the exemption maintains a proper relation between the costs of compliance with the Code and the benefits arising from it; and

  • Kingsgate's shareholders who request them will be provided with copies of the valuations, with the commercially sensitive information removed.


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

Date of notification in Gazette: 24 June 2004.


Contents

  • 1General

  • 2About this eprint

  • 3List of amendments incorporated in this eprint (most recent first)


Notes
1 General
  • This is an eprint of the Takeovers Code (Kingsgate International Corporation Limited) Exemption Notice 2004. It incorporates all the amendments to the notice as at 6 November 2008. The list of amendments at the end of these notes specifies all the amendments incorporated into this eprint since 3 September 2007. Relevant provisions of any amending enactments that contain transitional, savings, or application provisions are also included, after the Principal enactment, in chronological order.

2 About this eprint
  • This eprint has not been officialised. For more information about officialisation, please see Making online legislation official under Status of legislation on this site in the About section of this website.

3 List of amendments incorporated in this eprint (most recent first)
  • Regulations Revocation Order 2008 (SR 2008/367): clause 3