Dated at Auckland this 2nd day of June 2006.
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 2 June 2006.
The Takeovers Panel has granted an exemption to the Baker Trustees, Brent Douglas King, Catherine Diane Mary Burkhart, Chloé Catherine Elizabeth King, James Richard Douglas King, Katie Jane Claire King, Marcus King, and Snowdon Peak Investments Limited (the exempted persons) in respect of rule 6(1) of the Code.
The exemption relates to the increase in the voting control of each of the exempted persons that would result from the allotment of certain shares (the shares) to be offered in Viking Capital Limited (Viking Capital) under an initial public offering (IPO).
The exemption is subject to conditions that ensure that anyone who decides to invest in Viking Capital will be able to take into account the control percentages in Viking Capital of the exempted persons as a result of the allotment of the shares.
The Takeovers Panel considers that the grant of the exemption is appropriate and consistent with the objectives of the Code because—
any person choosing to subscribe for shares in Viking Capital for the first time can be expected to take into account allotments that are notified to them in the prospectus; and
if an offeree subscribes for Viking Capital shares offered under the Viking Capital IPO on the basis of the information disclosed in the prospectus showing the potential maximum control percentages of each of the exempted persons, then the offeree can be taken to approve of the potential maximum control percentages to be held or controlled by the exempted persons; and
the exemption facilitates an IPO by a company that will only become a code company as a consequence of the offer. The conditions attached to the exemption ensure that the exemption applies only to an offer that is effectively a preliminary step to Viking Capital becoming a code company.