Dated at Wellington this 9th day of May 2006.
The Common Seal of the Takeovers Panel was affixed in the presence of:
J C King,
Statement of reasons
This notice applies to acts or omissions occurring on or after 28 April 2006.
The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to Barbara Charlotte Thornton (Mrs Thornton) and S W Trust Services Limited as trustees of the BSN Family Trust in respect of any increase in the percentage of voting rights in New Zealand Finance Holdings Limited (NZF) that is held or controlled by them as a result of the transfer of NZF shares to them by the trustees of the Colsam Trust.
The BSN Family Trust is a family trust established pursuant to a deed of trust dated 11 August 2005 for the benefit of Mrs Thornton and her children. The Colsam Trust is a family trust established pursuant to a deed of trust dated 8 December 1997 for the benefit of the family of Mark Hume Thornton (Mr Thornton) and Mrs Thornton.
On or before 30 September 2006, as part of a division of matrimonial property as between Mr and Mrs Thornton, the trustees of the Colsam Trust intend to transfer up to 8 465 001 shares in NZF to the trustees of the BSN Family Trust. Mr and Mrs Thornton are considered to be associates for the purposes of the Code. The transfer of NZF shares to the trustees of the BSN Family Trust will result in those trustees and their associates holding or controlling more than 20% of voting rights in NZF.
The Panel considers that it is appropriate to grant the exemption because—
although the transfer of shares to the trustees of the BSN Family Trust will result in a change in the formal control of the relevant voting rights in NZF, the transfer will not result in a change of effective control of the company; and
the remaining shareholders will not be disadvantaged by not being given the opportunity to vote on the transfer at a meeting of shareholders because the transfer has no real effect on shareholders.
The Panel considers that the exemption granted is consistent with the objectives of the Code because the nature of the transfer does not justify the calling of a meeting of shareholders.