Takeovers Code Approval Amendment Regulations 2007

2007/122

Takeovers Code Approval Amendment Regulations 2007

Note

These regulations are administered by the Ministry of Economic Development.

  • Preamble

    At Wellington this 21st day of May 2007

Pursuant to section 19(1) of the Takeovers Act 1993, His Excellency the Governor-General, acting on the advice and with the consent of the Executive Council and on the recommendation of the Minister formulated and made in accordance with Part 2 of the Takeovers Act 1993, makes the following regulations.

Contents

1 Title

2 Commencement

3 Takeovers Code amended

4 Rule 3: Interpretation

5 Rule 7: Exceptions to fundamental rule

6 Rule 10: When offeror does not hold or control more than 50% of voting rights

7 Rule 15: Notice of meeting: acquisition of voting securities

8 Rule 16: Notice of meeting: allotment of voting securities

9 New rule 19A inserted

Documents for Panel

19A Documents for Panel in respect of shareholder meetings

10 Rule 22: Independent adviser's report on fairness between classes

11 Rule 24: Offer period

12 New rules 24A and 24B inserted

24A Extension of offer period

24B Extension of offer period in case of full offer conditional at outset as to level of acceptances

13 Rule 25: Conditions

14 Rule 27: Permissible variations

15 Rule 28: Variation notice

16 Rule 29: Timing of variation

17 Rule 30: Further reports required for certain variations

18 New rules 31 and 32 substituted

31 Variation of consideration and consideration alternatives

32 Procedure on variation of consideration and consideration alternatives

19 New rule 36 substituted

36 Acquisitions

20 Rule 41: Takeover notice

21 New rule 41A inserted

41A Offeror's notification obligations when takeover notice sent

22 New rules 42 to 42B substituted

42 Target company's notification obligations when takeover notice received

42A Target company must give offeror class notice

42B Target company must send offeror copy of securities register

23 New rules 43 to 43B substituted

43 Who are offerees

43A Record date

43B When offer must be sent

24 Rule 44: Offer document

25 New rule 47 substituted

47 Documents that must be sent to Panel or that Panel may require

26 New rule 49A inserted

49A Offeror must notify Panel, etc, of increases in acceptances of offer

27 New rule 54 substituted

54 Acquisition notice

28 Rule 55: Contents of acquisition notice

29 Rule 56: Dominant owner through acceptances of offer

30 New rule 56A inserted

56A Alternative consideration options

31 Rule 57: Determination of consideration in other cases

32 Rule 60: Payment of consideration to outstanding security holder

33 Rule 61: Delivery of consideration to code company

34 New heading to, Schedule 1 substituted

35 New clause 4 of Schedule 1 substituted

4 Advice statement

36 Clause 6 of Schedule 1 amended

37 New clause 7 of Schedule 1 substituted

7 Trading in target company equity securities

38 Clause 13 of Schedule 1 revoked

39 New clause 17 of Schedule 1 substituted

17 Classes of securities

40 Clause 18 of Schedule 1 revoked

41 Clause 19 of Schedule 1 amended

42 New heading to Schedule 2 substituted

43 Clause 5(1)(b) of Schedule 2 amended

44 New clause 6 of Schedule 2 substituted

6 Trading in target company equity securities

45 New clauses 13 and 13A of Schedule 2 substituted

13 Interests of directors and officers of target company in contracts of offeror or related company

13A Interests of target company's substantial security holders in material contracts of offeror or related company

46 New clause 19A of Schedule 2 inserted

19A Different classes of securities

47 New Schedule 3 added

48 Transitional provision

Schedule
New Schedule 3 added

Explanatory note

Administrative information