Dated at Auckland this 22nd day of December 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 18 December 2006.
The Takeovers Panel (the Panel) has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to John Arthur Bracken Wilson in respect of any increase in his control of voting rights in Speirs Group Limited (Speirs) as a result of his appointment as trustee of the following trusts: the D P Speirs No 3 Trust, the D P Speirs No 4 Trust, and the Donald Speirs Charitable Trust Fund (the trusts).
As the existing trustees of the trusts hold or control more than 20% of the voting rights in Speirs, the appointment of Mr Wilson as a trustee of the trusts will result in Mr Wilson, together with his associates, holding or controlling more than 20% of the voting rights in Speirs.
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant an exemption from rule 6(1) to Mr Wilson because—
although the change in trustees will result in a change in the form of control of voting rights in Speirs, there will be no effective change in the control of voting rights in Speirs:
shareholders of Speirs will not be disadvantaged in not having the opportunity to vote on the change in trustees at a meeting of shareholders, as the change will have no real effect on the shareholders.