Takeovers Code (NZ Airport NC Limited) Exemption Notice 2008

  • revoked
  • Takeovers Code (NZ Airport NC Limited) Exemption Notice 2008: revoked, on 1 June 2011, by clause 3 of the Takeovers Code (Revocation of Exemptions) Notice 2011 (SR 2011/191).

Reprint
as at 1 June 2011

Coat of Arms of New Zealand

Takeovers Code (NZ Airport NC Limited) Exemption Notice 2008

(SR 2008/115)

  • Takeovers Code (NZ Airport NC Limited) Exemption Notice 2008: revoked, on 1 June 2011, by clause 3 of the Takeovers Code (Revocation of Exemptions) Notice 2011 (SR 2011/191).


Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

This notice is administered by the Takeovers Panel.


Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

Notice

1 Title
  • This notice is the Takeovers Code (NZ Airport NC Limited) Exemption Notice 2008.

2 Application
  • This notice applies to acts or omissions occurring on or after 14 December 2007.

3 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    Act means the Takeovers Act 1993

    AIAL means Auckland International Airport Limited

    AIAL shares means fully paid ordinary shares in AIAL

    Code means the Takeovers Code under the Act

    NZ Airport means NZ Airport NC Limited

    NZ Airport offer means a partial takeover offer dated 14 December 2007 made by NZ Airport for 39.53% of the AIAL shares not already held or controlled by NZ Airport.

    (2) Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.

4 Exemption from rule 24(2)(b) of Code
  • NZ Airport is exempted from rule 24(2)(b) of the Code in respect of the NZ Airport offer to the extent that it required the NZ Airport offer to close no later than the close of 12 March 2008.

Dated at Auckland this 2nd day of May 2008.

The Common Seal of the Takeovers Panel was affixed in the presence of:

[Seal]

D O Jones,
Chairperson.


Statement of reasons

This notice applies to acts or omissions occurring after 14 December 2007. Auckland International Airport Limited (AIAL) is a code company. On 14 December 2007, NZ Airport NC Limited (NZ Airport) made a partial offer to acquire 39.53% of the fully paid ordinary shares in AIAL not already owned by NZ Airport (the NZ Airport offer). The offer period was stated in the offer document to expire on 13 March 2008. On 12 March 2008 it was discovered that, as a result of an incorrect calculation, the offer period as stated in the offer document was 1 day longer than the maximum period permitted under rule 24(2)(b) of the Takeovers Code (the Code). The Takeovers Panel has granted NZ Airport an exemption from rule 24(2)(b) of the Code to allow expiry of the offer period on 13 March 2008 as stated in the offer document.

The Panel considers that the exemption is appropriate and consistent with the objectives of the Code because—

  • the incorrect statement of the offer period's expiry date was inadvertent and the mistake was only discovered on the day that the NZ Airport offer should have closed as required by the Code:

  • if the exemption were not granted, the outstanding shareholders of AIAL would be disadvantaged because those who intended to accept and vote on the offer on the last day of the offer period, as specified in the offer document and in numerous communications from NZ Airport, would not have had time to accept or vote by the time the mistake in timing was communicated to them:

  • granting the exemption does not in any way prejudice the shareholders of AIAL.


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 8 May 2008.


Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)


Notes
1 General
  • This is a reprint of the Takeovers Code (NZ Airport NC Limited) Exemption Notice 2008. The reprint incorporates all the amendments to the notice as at 1 June 2011, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/reprints/ .

2 Status of reprints
  • Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

    This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared
  • A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
  • Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

    A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

    In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

    • omission of unnecessary referential words (such as of this section and of this Act)

    • typeface and type size (Times Roman, generally in 11.5 point)

    • layout of provisions, including:

      • indentation

      • position of section headings (eg, the number and heading now appear above the section)

    • format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • format of dates (eg, a date formerly expressed as the 1st day of January 1999 is now expressed as 1 January 1999)

    • position of the date of assent (it now appears on the front page of each Act)

    • punctuation (eg, colons are not used after definitions)

    • Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • case and appearance of letters and words, including:

      • format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

      • small capital letters in section and subsection references are now capital letters

    • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • running heads (the information that appears at the top of each page)

    • format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)
  • Takeovers Code (Revocation of Exemptions) Notice 2011 (SR 2011/191): clause 3