Dated at Auckland this 13th day of June 2007.
The Common Seal of the Takeovers Panel was affixed in the presence of:
D O Jones,
Statement of reasons
This notice applies to acts or omissions occurring on or after 8 June 2007.
CanWest MediaWorks (NZ) Limited (MediaWorks) is a code company. HT Media Limited has given notice of its intention to make a full offer for all of the equity securities of MediaWorks (the HT Media offer). HT Media Limited is indirectly wholly owned by HT Media Holdings Limited.
Brent Impey, Peter Crossan, Rick Friesen, Sussan Turner, and Clare Bradley are senior executives of MediaWorks (the MediaWorks executives) and each of them holds equity securities in MediaWorks. It is proposed that each of them will be allotted shares in HT Media Holdings Limited and will enter into a shareholders' agreement with the other shareholders of HT Media Holdings Limited.
It is possible that the MediaWorks executives may be acting jointly or in concert with HT Media Limited for the purposes of making the HT Media offer. If so, rule 35 of the Takeovers Code (the Code) would prevent them from accepting the HT Media offer.
Rule 35 of the Code is intended to prevent an offeror, or persons acting jointly or in concert with an offeror, from selling shares in the target company to defeat its own offer. However, rule 35 also prevents persons who are acting jointly or in concert with an offeror from accepting the offer made by that offeror in respect of any securities that they hold in the target company.
The Takeovers Panel (the Panel) has granted an exemption from rule 35 of the Code to enable each of the MediaWorks executives to accept the HT Media offer.
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption because—