Statement of reasons
This notice applies to acts or omissions occurring on or after 1 June 2007 and expires on 30 November 2007.
The Takeovers Panel has granted an exemption to Utilico Limited (Utilico) from rule 6(1) of the Code in respect of any increase in the percentage of voting rights in Infratil Limited (Infratil) and Utilico International Limited (Utilico International) held or controlled by Utilico as a result of the acquisition of all of the assets of Utilico Investment Trust PLC (UIT) pursuant to a scheme of reconstruction under the Insolvency Act 1986 (UK).
UIT holds and controls 9.16% of the shares in Infratil. UIT also holds and controls all of the shares in Utilico NZ Limited, which in turn holds 10.24% of the shares in Infratil. UIT is associated with a number of other Infratil shareholders and the aggregated percentage of voting rights in Infratil held or controlled by UIT and its associates is 28.26%.
UIT holds and controls 16.4% of the shares in Utilico International. UIT is associated with 2 other Utilico International shareholders and the aggregated percentage of voting rights in Utilico International held or controlled by UIT and its associates is 55.21%.
UIT is proposing to reorganise its structure by re-domiciling to Bermuda. Pursuant to a voluntary winding up of UIT and a scheme of reconstruction under United Kingdom law, assets of UIT, including its shares in Utilico NZ Limited, Infratil, and Utilico International, will be transferred to Utilico.
As a result of the scheme of reconstruction, Utilico will become the holder or controller of an increased percentage of voting rights in Infratil and Utilico International that, when aggregated with the voting rights held by its associates, exceeds 20% of the total rights in each of Infratil and Utilico International.
Utilico will continue to be governed by the same investment objectives, investment manager, and investment team as UIT operated at the time of the approval of the scheme of reconstruction.
Holders of shares in UIT will, in substitution for their UIT shares, receive the same percentage holdings of shares in Utilico, with the exception of some UIT shareholders with addresses in jurisdictions other than the United Kingdom or New Zealand. If the board of Utilico is not satisfied that the issue of shares to persons in a jurisdiction other than the United Kingdom or New Zealand can be completed in compliance with the laws of that jurisdiction, the UIT shareholders in that jurisdiction will not receive Utilico shares. Instead, the Utilico shares which would otherwise have been allotted to them will be sold on-market and the proceeds paid to them.
The Panel considers that the exemption is appropriate and consistent with the objectives of the Code because—.
•the acquisition under the scheme of reconstruction will not result in an effective change of control of Infratil or Utilico International:
•shareholders in Infratil and Utilico International 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.