Dated at Auckland this 14th day of July 2008.
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 February 2007 and expires on 31 August 2008.
This notice exempts South Canterbury Finance Limited (SCF) from rule 6(1) of the Takeovers Code (the Code) in respect of its acquisition of the beneficial interest in 30 592 451 ordinary shares in New Zealand Wool Services International Limited (NZWSI) from Mr Allan and Mrs Margaret Hubbard on 9 February 2007 (the acquisition).
This notice also exempts Mr and Mrs Hubbard from rule 6(1) of the Code in respect of the reversal of the acquisition by the transfer by them to SCF of the beneficial interest in 30 592 451 NZWSI ordinary shares in accordance with the conditions of the exemption granted to SCF.
The Panel considers that SCF may not have acted in compliance with the Code when it acquired the beneficial interest in 30 592 451 NZWSI ordinary shares on 9 February 2007. The Panel considers that SCF may have become an effective controller of the voting rights attached to the shares because SCF may have acquired the direct ability to exercise control over those voting rights.
The Panel considers that it is appropriate to grant the exemptions and that the exemptions are consistent with the objectives of the Code because—
the effect of the exemptions is to return SCF and Mr and Mrs Hubbard to their respective voting control positions in NZWSI immediately before the acquisition. Under the conditions of the exemption granted to it, SCF must transfer to Mr and Mrs Hubbard the beneficial interest in the 30 592 451 NZWSI ordinary shares SCF acquired as a result of the 9 February 2007 transaction. SCF will cease to have any interest in the shares to be transferred and, to the extent that SCF acquired control of the voting rights attached to those shares, that voting control will revert to Mr and Mrs Hubbard:
the minority shareholders in NZWSI will not be disadvantaged by not having the opportunity to vote on an ordinary resolution to approve the acquisition or its reversal because the effect of the conditions of the exemption granted to SCF will be to restore all parties, including the NZWSI minority shareholders, to their respective control positions immediately before the acquisition.