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 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.