Takeovers Code (Capital Properties New Zealand Limited) Exemption Notice 2005

  • revoked
  • Takeovers Code (Capital Properties New Zealand Limited) Exemption Notice 2005: 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 (Capital Properties New Zealand Limited) Exemption Notice 2005

(SR 2005/286)

  • Takeovers Code (Capital Properties New Zealand Limited) Exemption Notice 2005: 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 (Capital Properties New Zealand Limited) Exemption Notice 2005.

2 Application
  • This notice applies to acts or omissions occurring on or after 7 October 2005.

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

    Act means the Takeovers Act 1993

    Capital means Capital Properties New Zealand Limited

    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 prepared by Deloitte Corporate Finance in relation to the offer and forming part of the target company statement

    independent directors' committee means the independent directors' committee of Capital as defined in the target company statement

    offer means the full takeover offer for all of the shares in Capital made by AMP Property Portfolio Investments Limited on 30 September 2005

    target company statement means the statement referred to in rule 46 of the Code that Capital has prepared in connection with the offer dated 7 October 2005 and sent to offerees on or before 14 October 2005

    valuation reports means the valuation reports prepared by Colliers International (Wellington Valuation) Limited, Jones Lang LaSalle Limited, or CB Richard Ellis Limited and referred to in the target company statement and 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
  • Capital is exempted from compliance with clause 20(b) of Schedule 2 of the Code to the extent that it requires the valuation reports to be made available for inspection and copies of the valuation reports to be sent to any offeree on request.

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

    • (a) Capital makes copies of the valuation reports, without the excluded provisions, available for inspection and provides copies of the valuation reports, without the excluded provisions, to any offeree on request, in either case in accordance with clause 20(b) of Schedule 2 of the Code; and

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

    • (c) the offerees to whom the reports are made available for inspection or who request a copy of any valuation report 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 information that has been deleted; and

      • (iv) that the members of the independent directors' committee warrant to shareholders that non-disclosure of the excluded provisions does not make the valuation reports misleading in any material particular.


Schedule
Excluded provisions of valuation reports

cl 3(1)

Valuation reportExcluded provisions
Bowen House, 1 Bowen Street, Wellington (as at 31 March 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 22 of the report; and
 • the tenancy schedule in Appendix 1 of the report—
 except the floor, tenant, and use details, and the headings and totals of each column.
Bowen State Building, Bowen Street, Wellington (as at Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 of the report; and
 • the summary tenancy schedule on page 21 of the report; and
 • the tenancy schedule in Appendix 1 of the report—
 except the floor, tenant, and use details, and the headings and totals of each column.
Charles Fergusson Building, Bowen Street, Wellington (as at 31 March 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 21 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
Defence House, 15–21 Stout Street, Wellington (as at 31 March 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 21 of the report; and
 • the tenancy schedule in Appendix 1 of the report—
 except the floor, tenant, and use details, and the headings and totals of each column.
Freyberg Building, 2 Aitken Street, Thomdon, Wellington(as at 31 March 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 21 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
New Freyberg Building, corner of Aitken and Mulgrave Streets, Thorndon, Wellington, also known as New Defence House(as at 31 March 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 14 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
St Paul's Square, 45 Pipitea Street, Thorndon, Wellington (as at 31 March 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 21 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
State Services Commission Building, 100 Molesworth Street, Thorndon, Wellington (as at 31 March 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 21 of the report; and
 • the tenancy schedule in Appendix 1 of the report—
 except the floor, tenant, and use details, and the headings and totals of each column.
Vogel Building, 9–15 Mulgrave Street, Thorndon, Wellington (as at 31 March 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 23 of the report; and
 • the tenancy schedule in Appendix 1 of the report—
 except the floor, tenant, and use details, and the headings and totals of each column.
William Clayton Building, 133 Molesworth Street, Thorndon, Wellington (as at 31 March 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 20 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
Novell House, 89 The Terrace, Wellington and Lambton Square, 180 Lambton Quay, Wellington (as at 31 March 2005 prepared by Colliers International (Wellington Valuation) the Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 21 of the report; and
 • the tenancy schedule in Appendix 1 of the report—
 except the floor, tenant, and use details, and headings and totals of each column.
Bayleys Building, 171–177 Lambton Quay, Wellington (as at 31 March 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 20 of the report; and
 • the tenancy schedule in Appendix 1 of the report—
 except the floor, tenant, and use details, and the headings and totals of each column.
Forsyth Barr House, 165–169 Lambton Quay, Wellington (as at 31 March 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 20 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
Oracle Tower, 56 Wakefield Street, Auckland (as at 31 March 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summaries on pages 14 and 15 of the report.
 • The text contained in the columns of the summary tenancy schedule on page 30 of the report, except the tenant and location details, and the headings and totals of each column.
 • The text contained in the columns of the tenancy schedule in Appendix 3 of the report, except the tenant and location details, and the headings and totals of each column.
University of Otago Building, 385 Queen Street, Auckland (as at 31 March 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summaries on pages 15 and 16 of the report.
 • The text contained in the columns of the summary tenancy schedule on page 31 of the report, except the tenant and location details, and the headings and totals of each column.
 • The text contained in the columns of the tenancy schedule in Appendix 3 of the report, except the tenant and location details, and the headings and totals of each column.
Kitchener Street Carpark, 6–12 Kitchener Street, Auckland (as at 31 March 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summary on page 11 of the report.
 • The text contained in the columns of the tenancy schedule in Appendix 3 of the report, except the tenant and location details, and the headings and totals of each column.
National Bank Centre, 205 Queen Street, Auckland (as at 31 March 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summaries on pages 16 and 17 of the report.
 • The text contained in the columns of the lease summaries on pages 18 to 22 of the report, except the tenant and location details, and the headings and totals of each column.
 • The text contained in the columns of the summary tenancy schedule on pages 38 to 40 of the report, except the tenant and location details, and the headings and totals of each column.
 • The text contained in the columns of the tenancy schedule in Appendix 3 of the report, except the tenant and location details, and the headings and totals of each column.
Forsyth Barr Frater Williams Tower, 55–65 Shortland Street, Auckland (as at 31 March 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summaries on pages 14 to 16 of the report.
 • The text contained in the columns of the summary tenancy schedule on page 32 of the report, except the tenant and location details, and the headings and totals of each column.
 • The text contained in the columns of the tenancy schedule in Appendix 3 of the report, except the tenant and location details, and the headings and totals of each column.
Crown Institute Building, 10-14 Lorne Street, Auckland (as at 31 March 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summaries on pages 13 and 14 of the report.
 • The text contained in the columns of the summary tenancy schedule on page 30 of the report, except the tenant and location details, and the headings and totals of each column.
 • The text contained in the columns of the tenancy schedule in Appendix 3 of the report, except the tenant and location details, and the headings and totals of each column.
63 Aintree Avenue, Airport Oaks, Auckland, also known as National Bank Computer Base (as at 31 March 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summaries on pages 10 to 12 of the report.
 • The text contained in the columns of the tenancy schedule in Appendix 4 of the report, except the tenant and location details, and the headings and totals of each column.
21 Lady Ruby Drive, East Tamaki, Auckland, also known as the Ashton Scholastic Building (as at 31 March 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summaries on pages 11 and 12 of the report.
 • The text contained in the columns of the tenancy schedule in Appendix 4 of the report, except the tenant and location details, and the headings and totals of each column.
Centre City Shopping Centre, 11 Gill Street, New Plymouth (as at 31 March 2005 prepared by CB Richard Ellis Limited)• The text contained in the second column of the lease summaries on pages 25 and 26 of the report.
 • The text contained in the columns of the summary tenancy schedule on pages 33 and 34 of the report, except the tenant name and shop number details, and the headings and totals of each column.
 • The text contained in the columns of the market rentals table on page 41 of the report, except the tenant name and shop number details, and the headings and totals of each column.
Bowen House, 1 Bowen Street, Wellington (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 23 of the report; and
 • the tenancy schedule in Appendix 1 of the report—
 except the floor, tenant, and use details, and the headings and totals of each column.
Bowen State Building, Bowen Street, Wellington (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 22 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
Charles Fergusson Building, Bowen Street, Wellington (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 21 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
Defence House, 15–21 Stout Street, Wellington (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 22 of the report; and
 • the tenancy schedule in Appendix 1 of the report—
 except the floor, tenant, and use details, and the headings and totals of each column.
Freyberg Building, 2 Aitken Street, Thomdon, Wellington (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 21 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
New Freyberg Building, corner of Aitken and Mulgrave Streets, Thorndon, Wellington, also known as New Defence House (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 14 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
St Paul's Square, 45 Pipitea Street, Thorndon, Wellington (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 22 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
State Services Commission Building, 100 Molesworth Street, Thorndon, Wellington (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 22 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
Vogel Building, 9–15 Mulgrave Street, Thorndon, Wellington (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 23 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
William Clayton Building, 133 Molesworth Street, Thorndon, Wellington (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 21 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the, headings and totals of each column.
Novell House, 89 The Terrace, Wellington and Lambton Square, 180 Lambton Quay, Wellington (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 21 of the report; and
 • the tenancy schedule in Appendix 1 of the report—
 except the floor, tenant, and use details, and the headings and totals of each column.
Bayleys Building, 171–177 Lambton Quay, Wellington (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 20 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
Forsyth Barr House, 165–169 Lambton Quay, Wellington (as at 30 September 2005 prepared by Colliers International (Wellington Valuation) Limited)The text contained in the columns of—
 • the summary tenancy schedule on page 21 of the report; and
 • the tenancy schedule in Appendix 1 of the report
 except the floor, tenant, and use details, and the headings and totals of each column.
Oracle Tower, 56 Wakefield Street, Auckland (as at 27 September 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of—
 • the lease summaries on pages 14 and 15 of the report.
 • The text contained in the columns of the summary tenancy schedule on page 29 of the report, except the tenant and location details, and the headings and totals of each column.
 • The text contained in the columns of the tenancy schedule in Appendix 4 of the report, except the tenant and location details, and the headings and totals of each column.
University of Otago Building, 385 Queen Street, Auckland (as at 27 September 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summaries on pages 15 and 16 of the report.
 • The text contained in the columns of the summary tenancy schedule on page 30 of the report, except the tenant and location details, and the headings and totals of each column.
 • The text contained in the columns of the tenancy schedule in Appendix 4 of the report, except the tenant and location details, and the headings and totals of each column.
Kitchener Street Carpark, 6–12 Kitchener Street, Auckland (as at 27 September 2005 prepared by Jones Lang LaSalle Limited)The text contained in the second column of—
 • the lease summary on page 11 of the report.
 • The text contained in the columns of the tenancy schedule in Appendix 3 of the report. except the tenant and location details, and the headings and totals of each column.
National Bank Centre, 205 Queen Street, Auckland (as at 27 September 2005 prepared by Jones Lang LaSalle Limited)The text contained in the second column of the lease summaries on pages 16 and 17 of the report.
 • The text contained in the columns of the lease summaries on pages 18 to 22 of the report, except the tenant and location details, and the headings and totals of each column.
 • The text contained in the columns of the summary tenancy schedule on pages 36 to 38 of the report, except the tenant and location details, and the headings and totals of each column.
 • The text contained in the columns of the tenancy schedule in Appendix 4 of the report, except the tenant and location details, and the headings and totals of each column.
Forsyth Barr Frater Williams Tower, 55–65 Shortland Street, Auckland (as at 27 September 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summaries on pages 14 to 16 of the report.
 • The text contained in the columns of the summary tenancy schedule on page 31 of the report, except the tenant and location details, and the headings and totals of each column.
 • The text contained in the columns of the tenancy schedule in Appendix 4 of the report, except the tenant and location details, and the headings and totals of each column.
Crown Institute Building, 10–14 Lorne Street, Auckland (as at 27 September 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summaries on pages 13 and 14 of the report.
 • The text contained in the columns of the market rental table on page 27 of the report, except the tenant and location details, and the headings and totals of each column.
 • The text contained in the columns of the tenancy schedule in Appendix 4 of the report, except the tenant and location details, and the headings and totals of each column.
63 Aintree Avenue, Airport Oaks, Auckland, also known as National Bank Computer Base (as at 27 September 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summaries on pages 10 to 12 of the report.
 • The text contained in the columns of the tenancy schedule in Appendix 4 of the report, except the tenant and location details, and the headings and totals of each column.
21 Lady Ruby Drive, East Tamaki, Auckland, also known as the Ashton Scholastic Building (as at 27 September 2005 prepared by Jones Lang LaSalle Limited)• The text contained in the second column of the lease summaries on pages 11 and 12 of the report.
 • The text contained in the columns of the tenancy schedule in Appendix 4 of the report, except the tenant and location details, and the headings and totals of each column.
Centre City Shopping Centre, 11 Gill Street, New Plymouth (as at 19 September 2005 prepared by CB Richard Ellis Limited)• The text contained in the second column of the lease summaries on pages 27 and 28 of the report.
 • The text contained in the columns of the tenancy schedule on pages 35 and 36 of the report, except the tenant name and shop number details, and the headings and totals of each column.
 • The market rentals table on page 42 of the report, except the tenant name and shop number details, and the headings and totals of each column.

Dated at Wellington this 26th day of October 2005.

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

JC King,

Chairperson.

[LS]


Statement of reasons

This notice applies to acts or omissions occurring on or after 7 October 2005.

The Takeovers Panel has granted an exemption to Capital Properties New Zealand Limited (Capital), subject to conditions, from clause 20(b) of Schedule 2 of the Takeovers Code (the Code) in so far as Capital is required to make available for inspection and provide copies of the valuation reports referred to in Capital's target company statement sent to offerees in relation to a takeover offer by AMP Property Portfolio Investments Limited.

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

The Panel considers that the exemption is consistent with the objectives of the Code because the deletion of the commercially sensitive information does not affect the ability of shareholders to assess the merits of the property valuations.


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

Date of notification in Gazette: 3 November 2005.


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 (Capital Properties New Zealand Limited) Exemption Notice 2005. 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