Dated at Auckland this 30th day of November 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 24 November 2006.
The Takeovers Panel (the Panel) has granted an exemption to Active Equity Managers Limited (AEML), acting in its capacity as manager of the Active Equities Investment Trust (the trust), from rule 6(1) of the Takeovers Code (the Code) in respect of it becoming the holder or controller of voting rights in TeamTalk Limited (TeamTalk) and Infinity Group Limited (Infinity) as a result of a proposed takeover offer for all of the shares in Active Equities Limited (AEL) made on behalf of the trust.
AEL holds or controls 35.66% of the voting rights in TeamTalk and 43.46% of the voting rights in Infinity through its wholly owned subsidiaries. It is proposed that a takeover offer for AEL will be made on behalf of the trust. The purpose of the offer is to convert AEL from a company to a unit trust. The consideration under the takeover offer will be 1 unit in the trust for each AEL share.
Under the trust deed AEML, as manager of the trust, will control the voting rights attached to any securities held by the trust. Accordingly, the acquisition of AEL by AEML on behalf of the trust would result in AEML becoming the holder or controller of more than 20% of the voting rights in TeamTalk and Infinity, as AEL controls, through its wholly owned subsidiaries, more than 20% of the shares in these code companies.
If the offer is successful, AEL will become an asset of the trust, and the shareholders of AEL will become unit holders in the trust in the same proportions as they currently hold shares in AEL. The directors of AEML will be the same as the directors of AEL, and the unit holders will have similar rights as unit holders regarding the management of the trust as those that shareholders of AEL currently have in relation to the management of AEL.
The Panel considers that the exemption from rule 6(1) of the Code is appropriate and consistent with the objectives of the Code for the following reasons:
the acquisition will not result in an effective change of control of TeamTalk or Infinity:
the shareholders in TeamTalk or Infinity will not be disadvantaged by not having the opportunity to vote on the proposed transaction as the proposed transaction will have no real effect on those shareholders:
the exemption avoids unnecessary compliance costs that would be incurred if it were not granted.