Takeovers Code (VTL Group Limited) Exemption Notice 2004

  • expired
  • Takeovers Code (VTL Group Limited) Exemption Notice 2004: expired, on 2 October 2007, by clause 3.

Reprint
as at 2 October 2007

Takeovers Code (VTL Group Limited) Exemption Notice 2004

(SR 2004/392)

  • Takeovers Code (VTL Group Limited) Exemption Notice 2004: expired, on 2 October 2007, by clause 3.


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 (VTL Group Limited) Exemption Notice 2004.

2 Application
  • This notice applies to acts or omissions occurring on or after 22 October 2004.

3 Expiry
  • This notice expires on the close of 1 October 2007.

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

    A options means the 100 000 options granted by VTL to each of Doolan and Hotchin under the option deeds that are classified as A options under the option deeds

    Act means the Takeovers Act 1993

    B options means the 100 000 options granted by VTL to each of Doolan and Hotchin under the option deeds that are classified as B options under the option deeds

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

    Doolan means Mervyn Ian Doolan

    Doolan deed means the deed dated 28 November 2003 between VTL and Doolan under which VTL granted to Doolan options to subscribe for voting securities in VTL

    Hotchin means John Lawrence Hotchin

    Hotchin deed means the deed dated 28 November 2003 between VTL and Hotchin under which VTL granted to Hotchin options to subscribe for voting securities in VTL

    meeting means the meeting of VTL's shareholders that is to be held to consider whether or not to approve, for the purposes of rule 7(d) of the Code, the allotment of voting securities to Doolan and Hotchin on the exercise of the options

    notice of meeting means the notice of the meeting that is to be sent to VTL's shareholders

    option deeds means the Doolan deed and the Hotchin deed

    options means the A options and the B options

    VTL means VTL Group Limited.

    (2) In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in VTL.

    (3) 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.

5 Exemption from rule 16(b) of Code
  • VTL is exempted from rule 16(b) of the Code in respect of the notice of meeting.

6 Exemption from rule 7(d) of Code
  • Doolan and Hotchin are each exempted from rule 7(d) of the Code in respect of any increase in their voting control resulting from the allotment of voting securities to them on the exercise of the options to the extent that that provision requires the notice of meeting to be in accordance with rule 16(b) of the Code.

7 Condition of exemptions
  • (1) The exemptions in clauses 5 and 6 are subject to the condition that the notice of meeting contains particulars of the voting securities that may be allotted to Doolan and Hotchin as a result of the exercise of the options, including—

    • (a) the number of voting securities that would be allotted to Doolan on the exercise of all of the options held by Doolan under the Doolan deed: and

    • (b) the percentage of the aggregate of all existing securities and the number of voting securities referred to in paragraph (a) that the number of voting securities referred to in paragraph (a) represents; and

    • (c) the percentage of all voting securities that would be held or controlled by Doolan after completion of the allotment of the number of voting securities referred to in paragraph (a) calculated on the basis that Hotchin does not exercise any of the options held by Hotchin under the Hotchin deed: and

    • (d) the percentage of all voting securities that would be held or controlled by Doolan after completion of the allotment of the number of voting securities referred to in paragraph (a) calculated on the basis that Hotchin exercises all of the options held by Hotchin under the Hotchin deed and that the resulting allotments have been completed: and

    • (e) the percentage of all voting securities that would be held or controlled by Doolan and any of Doolan's associates after completion of the allotment of the number of voting securities referred to in paragraph (a) calculated on the basis that Hotchin does not exercise any of the options held by Hotchin under the Hotchin deed; and

    • (f) the percentage of all voting securities that would be held or controlled by Doolan and any of Doolan's associates after completion of the allotment of the number of voting securities referred to in paragraph (a) calculated on the basis that Hotchin exercises all of the options held by Hotchin under the Hotchin deed and that the resulting allotments have been completed: and

    • (g) the number of voting securities that would be allotted to Hotchin on the exercise of all of the options held by Hotchin under the Hotchin deed: and

    • (h) the percentage of the aggregate of all existing securities and the number of voting securities referred to in paragraph (g) that the number of voting securities referred to in paragraph (g) represents; and—

    • (i) the percentage of all voting securities that would be held or controlled by Hotchin after completion of the allotment of the number of voting securities referred to in paragraph (g) calculated on the basis that Doolan does not exercise any of the options held by Doolan under the Doolan deed: and

    • (j) the percentage of all voting securities that would be held or controlled by Hotchin after completion of the allotment of the number of voting securities referred to in paragraph (g) calculated on the basis that Doolan exercises all of the options held by Doolan under the Doolan deed and that the resulting allotments have been completed: and

    • (k) the percentage of all voting securities that would be held or controlled by Hotchin and any of Hotchin's associates after completion of the allotment of the number of voting securities referred to in paragraph (g) calculated on the basis that Doolan does not exercise any of the options held by Doolan under the Doolan deed; and

    • (l) the percentage of all voting securities that would be held or controlled by Hotchin and any of Hotchin's associates after completion of the allotment of the number of voting securities referred to in paragraph (g) calculated on the basis that Doolan exercises all of the options held by Doolan under the Doolan deed and that the resulting allotments have been completed.

    (2) The matters referred to in subclause (1)(a) to (l) must be calculated on the basis that no bonus issue or capital reconstruction of VTL has occurred.

8 Exemptions do not apply if percentage of voting securities exceeds disclosed maximum
  • The exemptions in clauses 5 and 6 do not apply to an increase in voting control resulting from the exercise of a particular option if, immediately after the completion of the resulting allotment of voting securities,—

    • (a) the percentage of all voting securities held or controlled by Doolan is greater than the percentage disclosed under clause 7(1)(c): or

    • (b) the percentage of all voting securities held or controlled by Hotchin is greater than the percentage disclosed under clause 7(1)(i).

Dated at Wellington this 9th day of November 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 22 October 2004 and expires on the close of 1 October 2007.

The Takeovers Panel has granted exemptions to—

  • VTL Group Limited (VTL) in respect of rule 16(b) of the Takeovers Code (the Code): and

  • Mervyn Ian Doolan (Doolan) and John Lawrence Hotchin (Hotchin) in respect of rule 7(d) of the Code.

The exemptions relate to the increase in the voting control of Doolan and Hotchin in VTL that would result from the allotment of shares to them on the exercise of certain options (options).

The Takeovers Panel considers that it is appropriate to grant the exemptions because —

  • it is not possible to state the actual numbers of shares to be allotted, and the percentage of shares that will be held or controlled by the person to whom the shares are being allotted, in the notice of meeting as required by rule 16(b) of the Code because the actual number of shares to be allotted could be affected by uncertain future events. These future events include the extent to which the options are exercised and whether VTL undertakes some form of capital adjustment before the exercise of the options; and

  • if the shareholders of VTL approve the number of shares that could be allotted to each of Doolan and Hotchin on the exercise of all of their options then, by implication, they can be taken to also approve that each of Doolan and Hotchin may be allotted a lesser number of shares; and

  • the issue of options to executives is an acknowledged market practice and the Takeovers Panel should facilitate this practice by the grant of appropriate exemptions.

The Takeovers Panel considers that the exemptions are consistent with the objectives of the Code because the non-associated share-holders of VTL will have an opportunity to vote on the allotment of voting securities to each of Doolan and Hotchin.


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

Date of notification in Gazette: 11 November 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 (VTL Group Limited) Exemption Notice 2004. It incorporates all the amendments to the Takeovers Code (VTL Group Limited) Exemption Notice 2004 as at 2 October 2007. The list of amendments at the end of these notes specifies all the amendments incorporated into this eprint since 4September 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)