Dated at Wellington this 2nd day of November 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 4 November 2005.
The settlor of the Oxford Trust has decided to appoint Mr Edgar William Preston as a trustee of the Oxford Trust to replace Mr Allan Rattray. The assets of the trust are to be transferred to Mr Preston (jointly with the other trustee) in his capacity as trustee.
As the trustees of the Oxford Trust together with their associates indirectly hold or control more than 20% of the voting rights in Sanford Limited (Sanford), the replacement of Mr Rattray with Mr Preston and the transfer of the assets of the Oxford Trust to him will result in Mr Preston, as a trustee of the Oxford Trust, together with his associates, indirectly holding or controlling more than 20% of the shares in Sanford.
The Takeovers Panel considers that it is appropriate to grant the exemption because—
•although the proposed reorganisation would result in an indirect change in the form of control of Sanford, there would be no effective change in the control of voting rights in Sanford; and
•shareholders of Sanford will not be disadvantaged in not having the opportunity to vote on the proposed reorganisation at a meeting of shareholders, as the proposed reorganisation will have no real effect on those shareholders.
The Takeovers Panel considers that the exemption is consistent with the objectives of the Code because—
•the reorganisation will not result in an effective change of control of Sanford, nor will it disadvantage Sandford's share-holders; and
•the exemption avoids unnecessary compliance costs that would be incurred if it were not granted.