Dated at Wellington this 23rd day of October 2007.
The Common Seal of the Takeovers Panel was affixed in the presence of:
David J Quigg,
Statement of reasons
This notice applies to acts or omissions occurring on or after 25 October 2007 and expires on the close of 30 June 2008.
The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to Macquarie Group Limited (MGL), Macquarie Group International Holdings Pty Limited (MGIH), Macquarie Group Holdings No. 2 Ltd, and Macquarie Capital Group Pty Limited (formerly called Macquarie (1 Nicholson Street) Nominees Pty Ltd) in respect of any increase in the percentage of voting rights in Metlifecare Limited controlled by each of them, as a result of the merger of Macquarie Bank Limited (MBL) and MGL by means of a court-approved scheme of arrangement under the Corporations Act 2001 of the Commonwealth of Australia.
Retirement Villages New Zealand Limited (RVNZ) holds approximately 82% of the shares in Metlifecare Limited, having acquired that shareholding through a Code offer in November 2005.
MBL and FKP Limited (FKP) jointly control the 82% of Metlifecare Limited held by RVNZ through their respective interests in the Retirement Villages Group (RVG). RVG is to be restructured.
Following RVG's restructuring, MBL will (jointly with FKP) control the 82% of Metlifecare Limited held by RVNZ, through its wholly owned subsidiary Macquarie Investment Holdings No. 2 Pty Limited (MIH2L).
MBL proposes to restructure by separating its operations between banking and non-banking subgroups, to be held by a new non-operating holding company, MGL. Under the restructuring, MBL's shareholding in MIH2L (and therefore its interest in RVG and control over the 82% of Metlifecare Limited held by RVNZ) will be transferred to MGIH, a wholly owned subsidiary of Macquarie Capital Group Pty Limited, which is in turn a wholly owned subsidiary of Macquarie Group Holdings No. 2 Ltd. The latter is to be the holding company for the non-banking subgroup.
Except for ineligible foreign shareholders, shareholders in MBL will become shareholders in MGL on a one-for-one basis. Ineligible foreign shareholders are those MBL shareholders that are not resident in jurisdictions in which MGL shares will be offered under the scheme of arrangement.
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption because—
the acquisition under the scheme will not result in an effective change of control of Metlifecare Limited; and
shareholders in Metlifecare Limited will not be disadvantaged by not having the opportunity to vote on the proposed transaction because the proposed transaction will have no real effect on those shareholders; and
the exemption avoids unnecessary compliance costs that would be incurred if it were not granted.