Dated at Auckland this 6th day of October 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 17 August 2006.
The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to Warren John Robinson and Trusts Limited (the new trustees) in respect of any increase in their voting control in Rakon Limited (Rakon) as a result of their appointment as trustees of the Ahuareka Trust.
The Ahuareka Trust is a discretionary family trust which holds approximately 22.64% of the voting rights in Rakon. The settlor of the Ahuareka Trust appointed the new trustees to take the place of the former trustee Ahuareka Trustee Limited. The assets of the Ahuareka Trust were transferred to the new trustees jointly in their capacity as the new trustees.
The appointment of the new trustees and the transfer to them of the trust assets resulted in the new trustees becoming the holders or controllers of more than 20% of the voting rights in Rakon in breach of rule 6(1) of the Code.
The Takeovers Panel considers that it is appropriate and consistent with the objectives of the Code to grant an exemption from rule 6(1) to the new trustees because—
although the change in trustees resulted in a change in the form of control of voting rights in Rakon, there was no effective change in the control of voting rights in that company as a result of the change of trustees; and
shareholders of Rakon were not disadvantaged in not having an opportunity to vote on the change of trustees at a meeting of shareholders, as the change had no real effect on those shareholders.