Takeovers Code (MFS Limited) Exemption Notice 2006

  • expired
  • Takeovers Code (MFS Limited) Exemption Notice 2006: expired, on 1 July 2007, by clause 3.

Takeovers Code (MFS Limited) Exemption Notice 2006

(SR 2006/318)

  • Takeovers Code (MFS Limited) Exemption Notice 2006: expired, on 1 July 2007, by clause 3.


Note

This notice is administered by the Takeovers Panel.


Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

1 Title
  • This notice is the Takeovers Code (MFS Limited) Exemption Notice 2006.

2 Application
  • This notice applies to acts or omissions occurring on or after 1 October 2006.

3 Expiry
  • This notice expires on the close of 30 June 2007.

4 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    Act means the Takeovers Act 1993

    Code means the Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR 2000/210)

    Gullivers means Gullivers Travel Group Limited

    MFS means MFS Limited, a company incorporated in Australia

    offer means a takeover offer to be made by MFS under Part 6.5 of the Corporations Act 2001 (Australia) for all of the voting securities in S8

    S8 means S8 Limited, a company incorporated in Australia.

    (2) In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in Gullivers.

    (3) Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.

5 Exemption from rule 6(1) of Code
  • MFS is exempted from rule 6(1) of the Code in respect of any increase in its voting control resulting from the offer.

Dated at Auckland this 6th day of October 2006.

The Common Seal of the Takeovers Panel was affixed in the presence of:

[Seal]

J C King,
Chairperson.


Statement of reasons

This notice applies to acts or omissions occurring on or after 1 October 2006 and expires on 30 June 2007.

The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to MFS Limited (MFS) in respect of any increase in MFS's voting control of Gullivers Travel Group Limited (Gullivers) as a result of an off-market takeover offer that MFS proposes to make for all of the voting securities in S8 Limited (S8) under Australian law (the offer).

MFS proposes to make the offer in October 2006 in accordance with a takeover bid implementation agreement entered into between MFS and S8 on 3 September 2006.

At the time of the offer, Gullivers will be a code company by virtue of being a party to a listing agreement with New Zealand Exchange Limited (NZX) during the previous period of 12 months. Gullivers was delisted on 22 September 2006. Also at the time of the offer, S8 will hold or control all of the voting rights in Gullivers. The acquisition of voting securities in S8 by MFS as a result of the offer would mean that MFS would become the holder or controller of all the voting rights in Gullivers.

The Takeovers Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption because—

  • Gullivers is a code company solely by reason of having been a party to a listing agreement with NZX during the period of 12 months before the offer:

  • S8 will hold all the voting rights in Gullivers at the time of the offer:

  • the Code mechanisms for effecting a change in control of Gullivers are in this case either impractical or unworkable:

  • the possible change in control of Gullivers will be made in accordance with the Corporations Act 2001 (Australia) and the listing rules of the Australian Stock Exchange.


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 19 October 2006.