Dated at Auckland this 22nd day of December 2005.
The Common Seal of the Takeovers Panel was affixed in the presence of:
A N Frankham,
Statement of reasons
This notice applies to acts or omissions occurring on or after 14 December 2005.
The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to each of Acma Limited (Acma), Acma Capital (NZ) Limited (Acma NZ), and Malcolm Raymond Thompson.
Electronic Mail International Limited (in liquidation) (Electronic Mail) holds approximately 46.3% of the voting rights in Renaissance Corporation Limited (Renaissance), a code company. Acma NZ holds 65% of the voting rights in Electronic Mail and Mr Thompson holds the remaining 35%. Mr Thompson has an indirect interest in a further 2.5% of the voting rights in Renaissance.
Electronic Mail was placed in voluntary liquidation by special resolution of its shareholders on 28 October 2005. In accordance with a joint venture agreement between Acma NZ and Mr Thompson, it is proposed that the shares held in Renaissance by Electronic Mail be distributed in specie to Acma NZ and Mr Thompson. The shares in Renaissance held by Acma NZ will then be distributed or transferred to its parent company Acma. The distributions or transfers may result in Acma, Acma NZ, and/or Mr Thompson breaching rule 6(1) of the Code.
The Panel considered that the exemptions are appropriate and consistent with the objectives of the Code because—
although the distributions or transfers may result in a change in the form of control of Renaissance, there will be no change in the effective control of voting rights in Renaissance; and
other shareholders of Renaissance will not be disadvantaged in not having the opportunity to vote on the distributions or transfers, as these transactions will have no real effect on those shareholders.