New Zealand Legislation: Regulations
Regulations are laws made under Acts
This notice applies to acts or omissions occurring on or after 1 October 2008 and expires on 31 December 2008.
The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to Nicholas Peter Gordon and Richard Anthony Johnston in their capacities as trustees of the Gordon Family Trust.
The Gordon Family Trust is a discretionary family trust established by a deed of trust dated 4 August 1994 for the benefit of Nicholas Peter Gordon and his wife, Lynda Rae Gordon. The trustees of the Gordon Family Trust, Nicholas Peter Gordon and Richard Anthony Johnston, hold ordinary shares in Zintel Group Limited (ZIN).
As part of the division of the matrimonial property of Nicholas Peter Gordon and Lynda Rae Gordon, the trustees of the Gordon Family Trust intend to acquire 7 215 657 ZIN ordinary shares from Lynda Rae Gordon, Nicholas Peter Gordon, and Richard Anthony Johnston in their capacities as trustees of the Waimea Trust (the proposed transaction). The Waimea Trust is a discretionary family trust established by a deed of trust dated 20 June 2000 for the benefit of Nicholas Peter Gordon and Lynda Rae Gordon.
The proposed transaction will result in Nicholas Peter Gordon and Richard Anthony Johnston having an increase in the extent to which they share in the holding or controlling of ZIN voting rights. By operation of rule 6(2)(c) of the Code, Nicholas Peter Gordon and Richard Anthony Johnston will be deemed to have become the holders or controllers of an increased percentage of voting rights in ZIN for the purposes of rule 6(1) of the Code.
The Takeovers Panel considers that it is appropriate to grant the exemption and that the exemption is consistent with the objectives of the Code because—
although the proposed transaction will result in Nicholas Peter Gordon and Richard Anthony Johnston (as trustees of the Gordon Family Trust) each increasing the extent to which they share in the holding or controlling of ZIN voting rights, there will be no effective change in the control of those voting rights; and
the shareholders of ZIN will not be disadvantaged by not having the opportunity to vote on the proposed transaction because the transaction will have no real effect on those shareholders.