New Zealand Legislation: Regulations
Regulations are laws made under Acts
Reprint
as at 1 January 2009
(SR 2008/386)
Takeovers Code (Zintel Group Limited) Exemption Notice 2008: expired, on 1 January 2009, by clause 3.
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).
This notice is the Takeovers Code (Zintel Group Limited) Exemption Notice 2008.
This notice applies to acts or omissions occurring on or after 1 October 2008.
This notice expires on the close of 31 December 2008.
(1) In this notice, unless the context otherwise requires,—
Act means the Takeovers Act 1993
Code means the Takeovers Code under the Act
Gordon Family Trust means the Gordon Family Trust established by deed of trust dated 4 August 1994
Waimea Trust means the Waimea Trust established by deed of trust dated 20 June 2000
ZIN means Zintel Group Limited.
(2) In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in ZIN.
(3) 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.
Nicholas Peter Gordon and Richard Anthony Johnston as trustees of the Gordon Family Trust are exempted from rule 6(1) of the Code in respect of any increase in their voting control as a result of the proposed transfer of 7 215 657 ordinary shares in ZIN to them by Lynda Rae Gordon, Nicholas Peter Gordon, and Richard Anthony Johnston as trustees of the Waimea Trust.
Dated at Auckland this 12th day of October 2008.
The Common Seal of the Takeovers Panel was affixed in the presence of:
[Seal]
Colin Giffney,
Deputy Chairman.
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.
Date of notification in Gazette: 16 October 2008.
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)
This is a reprint of the Takeovers Code (Zintel Group Limited) Exemption Notice 2008. The reprint incorporates all the amendments to the notice as at 1 January 2009, as specified in the list of amendments at the end of these notes.
Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.
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.
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/legislation/reprints.shtml or Part 8 of the Tables of Acts and Ordinances and Statutory Regulations, and Deemed Regulations in Force.
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).
Takeovers Code (Zintel Group Limited) Exemption Notice 2008 (SR 2008/386): clause 3