Dated at Auckland this 28th 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 25 February 2004.
The Tindall Foundation (the Foundation) is a charitable trust registered under the Charitable Trusts Act 1957. The Foundation, as a body corporate, holds more than 20% of the voting rights in The Warehouse Group Limited (The Warehouse), a code company. The trustees of the Foundation control the voting rights in The Warehouse held by the Foundation.
The Takeovers Panel (the Panel) has granted exemptions from rule 6(1) of the Takeovers Code (the Code) to Jennifer Mary Casey, Peter Francis Menzies, Margaret Maria Tindall, and Stephen Robert Tindall in respect of any increase or deemed increase in the percentage of voting rights in The Warehouse held or controlled by them as a result of the following changes in the trustees of the Foundation:
By operation of rule 6(2)(b) of the Code, when Mr Menzies and Ms Casey were appointed as trustees, they joined the existing trustees in the controlling of the voting rights in The Warehouse held by the Foundation, and were deemed to have become the controller of more than 20% of the voting rights in The Warehouse.
By operation of rule 6(2)(c) of the Code, on the retirement of Messrs Avery and Smith, the remaining trustees of the Foundation increased the extent to which they shared in the holding or controlling of voting rights in The Warehouse held by the Foundation, and were deemed to have become the controller of an increased percentage of the voting rights.
The Panel considers that the exemptions are appropriate and consistent with the objectives of the Code because—
although the change of trustees resulted in an indirect change in the control of voting rights in The Warehouse, there was no effective change in the control of voting rights in The Warehouse as a result of the change of trustees:
shareholders of The Warehouse 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.