Dated at Wellington this 26th day of November 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 9 November 2007 and expires on 31 March 2008.
The Takeovers Panel has granted exemptions to—
Rangatira Limited (Rangatira) from rule 7(d) of the Takeovers Code (the Code) in respect of the requirements for the notice of meeting under rule 16(b); and
Hettinger Nominees Limited (Hettinger) from rule 7(d) of the Takeovers Code in respect of the requirements for the notice of meeting under rule 16(b); and
Te Kairanga Wines Limited (TKW) from rule 16(b) of the Code.
TKW proposes to make a renounceable pro rata 3 for 2 rights issue of approximately 4.5 million ordinary shares to its existing shareholders for an issue price of $1 per share, payable in full on application.
It is proposed that the issue of shares will be underwritten by Rangatira, which currently holds approximately 32.5% of the voting rights in TKW, and by Hettinger, which currently holds approximately 14.1% of the voting rights in TKW.
It is likely that the percentage of voting rights in TKW held by each of Rangatira and Hettinger will increase through underwriting the issue.
If Rangatira were required to take up the maximum number of shares that it could be required to subscribe for under the underwriting agreement, its percentage of voting rights would increase to 54.8%. If Hettinger were required to take up the maximum number of shares that it could be required to subscribe for under the underwriting agreement, its percentage of voting rights would increase to 23.8%.
TKW intends to obtain shareholder approval, in accordance with the Code, for the potential allotment of shares to Rangatira and Hettinger under the underwriting agreement. However, TKW cannot comply with rule 16(b) of the Code before completion of the issue, because it cannot state in the notice of meeting—
the exact number of shares that would be allotted to each of Rangatira and Hettinger; and
the exact percentage of voting rights in TKW that each of Rangatira and Hettinger would control after allotment.
These details would be known only after the issue had been completed and all allotments made.
The Panel considered that it was appropriate to grant the exemptions, and that the exemptions are consistent with the objectives of the Code, for the following reasons:
it is impossible for the actual number of voting securities to be allotted and the relevant percentages required by rule 16(b) of the Code to be stated in the notice of meeting, as these numbers and percentages are dependent on the number of securities subscribed for under the issue:
all non-associated shareholders will have an opportunity to vote on the potential allotment of voting securities to Rangatira and Hettinger as a result of the issue and the underwriting agreement:
if the non-associated shareholders approve the potential maximum allotment of voting securities to Rangatira and Hettinger, then, by implication, the shareholders also approve any lesser percentage of voting rights that may be allotted as a result of the issue and the underwriting agreement.