Dated at Auckland this 14th day of August 2007.
The Common Seal of the Takeovers Panel was affixed in the presence of:
Statement of reasons
This notice applies to acts or omissions occurring on or after 9 August 2007.
This notice amends the Takeovers Code (Sealegs Corporation Limited) Exemption Notice 2007 (the principal notice).
In the principal notice, the Takeovers Panel (the Panel) granted exemptions, subject to conditions, to—
David McKee Wright and Maurice Bryham from rule 7(d) of the Takeovers Code (the Code) to the extent that rule 7(d) requires the notice of meeting to be in accordance with rule 16(b) and (d) of the Code in respect of any increase in the percentage of voting rights held in Sealegs Corporation Limited (Sealegs) on the exercise of the options held by them; and
Sealegs from rule 16(b) and (d) of the Code in respect of the notice of meeting.
Since the granting of the principal notice, Sealegs has stated that it proposes a pro rata, underwritten, renounceable rights issue to raise further capital. Due to the conditions of the principal notice, David McKee Wright and Maurice Bryham are not able to participate in this pro rata rights issue.
This notice amends clauses 9(c) and 10(a) of the principal notice and grants a further exemption to David McKee Wright and Maurice Bryham from rule 6(1) of the Code so that they can participate in the pro rata rights issue.
The Panel considers that it is appropriate to grant the exemption and that the exemption is consistent with the objectives of the Code, for the following reasons:
the option holders are currently unable to participate in the pro rata rights issue due to clause 10 of the principal notice and rule 6(1) of the Code:
the amendment to clause 10 and the exemption from rule 6(1) of the Code are consistent with the objectives of the Code because the attached conditions require that any increase in the voting control of the option holders is eliminated within 6 months and that the additional voting control is not exercised before it is eliminated:
the amendments sought and the exemption from rule 6(1) of the Code are consistent with the exemption contained in clause 8 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001, except that the conditions have been tailored to suit the present circumstances.