Dated at Auckland this 21st day of July 2005.
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 27 June 2005. The notice exempts each of Michael Joseph Buczkowski, Shale Chambers, Warren James Kyd, and Karen Annette Sherry (the trustees), who are 4 of the 5 current trustees of the Auckland Energy Consumer Trust (AECT), from compliance with rule 6(1) of the Takeovers Code (the Code) in respect of any increase in their voting control in Vector Limited (Vector) as a result of the allotment of voting securities under an initial public offer by Vector (the offer).
The trustees intend to apply for shares in their personal or individual capacities. However, as a result of acting jointly as AECT trustees in accordance with their duties under the AECT's trust deed dated 27 August 1993, it is likely that they will be considered associates of the AECT trustees as a collective group (as well as associates of each other) under rule 4(1)(d) of the Code. Without this exemption, rule 6(1) of the Code would therefore preclude them from applying for shares under the offer as, upon allotment, they would be holders or controllers (together with the 5 AECT trustees as a collective group) of more than 20% of the voting rights in Vector.
The Panel considers that it is appropriate to grant the exemption because—
(b) clause 7 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001 exempts every person who increases voting control as a result of an allotment of voting securities by a code company under an initial public offer from rule 6(1) of the Code in respect of that increase in voting control. One of the conditions of the class exemption is that the issuer must be a code company only because of entering into a listing agreement with a stock exchange in connection with the offer.
Vector is a code company only because it lists non-voting securities on the NZDX. The Panel therefore considers that this exemption is consistent with the existing class exemption; and
(c) it is impossible for the trustees to have the allotment approved by an ordinary resolution of Vector under rule 7(d) of the Code because the trustees and their associates cannot vote on such a resolution and there are no shareholders in Vector other than the trustees and John Gregory Collinge, the fifth trustee of the AECT.
The Panel considers that the exemption is consistent with the objectives of the Code because—
(a) the exemption applies only to the initial public offer of voting securities in Vector and it is a condition of the exemption that the potential maximum aggregate of the control percentages of each of the trustees, and their associates, must be clearly stated in the prospectus and investment statement relating to the offer; and