Dated at Auckland this 4th day of August 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 26 July 2005.
The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to Pernod Ricard S.A. (Pernod Ricard) and every wholly owned subsidiary of Pernod Ricard in respect of any increase in the percentage of the voting rights in Montana Group (NZ) Limited (Montana) that they hold or control as a result of their acquisition of all the shares in Allied Domecq plc (Allied Domecq).
On 21 April 2005, Pernod Ricard announced its recommended offer to acquire the entire issued, and to be issued, share capital of Allied Domecq through its wholly owned subsidiary, Goal Acquisitions Limited. The acquisition is to be effected by way of a scheme of arrangement under section 425 of the United Kingdom Companies Act 1985.
On 4 July 2005, the scheme of arrangement was approved by Allied Domecq shareholders. On 22 July 2005, the High Court of England approved the reorganisation of capital contained in the scheme of arrangement. On 25 July 2005, the High Court of England approved the reduction of capital contained in the scheme of arrangement.
The scheme of arrangement became effective on 26 July 2005.
Pernod Ricard and its wholly owned subsidiaries became the holder or controller of all the voting rights of Montana when the scheme of arrangement became effective.
The Takeovers Panel considers the granting of the exemption is appropriate because
•Montana is a code company by virtue of its listing agreement with New Zealand Exchange Limited (although the only securities that are quoted are its capital notes):
•all voting securities of Montana are controlled by Allied Domecq:
•there are no shareholders in Montana requiring the protection of the Code in respect of any change of control of Allied Domecq:
•Allied Domecq is not a code company. The protection of Allied Domecq's shareholders is a matter for the jurisdiction of the country where it is registered or has its primary listing.