New Zealand Legislation: Regulations

7 Conditions relating to rights issue disclosures

• (1) The exemptions in clauses 5 and 6 are subject to the condition that the notice of meeting contains, or is accompanied by, the following particulars:

  • (a) the maximum number of voting securities that could be allotted to each of K One W One, TMT, and VIF/TMT under the rights issue:

  • (b) the maximum number of voting securities that could be allotted to each of K One W One, TMT, and VIF/TMT under the rights issue, expressed as a percentage of the total voting securities on issue after that allotment:

  • (c) the maximum percentage of the total voting securities on issue that could be held or controlled by each of K One W One, TMT, and VIF/TMT after the allotment of voting securities under the rights issue:

  • (d) the maximum percentage of the total voting securities on issue that could be held or controlled by each of the following after the allotment of voting securities under the rights issue:

    • (i) K One W One and its associates:

    • (ii) TMT and its associates:

    • (iii) VIF/TMT and its associates.

  (2) The exemptions in clauses 5 and 6 are subject to the condition that the notice of meeting contains, or is accompanied by, the following particulars:

  • (a) the maximum number of voting securities that could be allotted to K One W One, TMT, and VIF/TMT, in aggregate, under the rights issue:

  • (b) the maximum number of voting securities that could be allotted to K One W One, TMT, and VIF/TMT, in aggregate, under the rights issue, expressed as a percentage of the total voting securities on issue after that allotment:

  • (c) the maximum percentage of the total voting securities on issue that could be held or controlled by K One W One, TMT, and VIF/TMT, in aggregate, after the allotment of voting securities under the rights issue:

  • (d) the maximum percentage of the total voting securities on issue that could be held or controlled by K One W One, TMT, and VIF/TMT and their associates, in aggregate, after the allotment of voting securities under the rights issue.

  (3) The percentages required to be disclosed in subclauses (1) and (2) must be calculated on the basis that—

  • (a) there is no change to the total number of voting securities on issue between the date of the notice of meeting and the expiry of this notice other than under the rights issue; and

  • (b) in the case of subclause (1)(d) (and without limiting paragraph (a) of this subclause), K One W One, TMT, and VIF/TMT are not associates of each other.

  (4) The disclosure of percentages required in subclauses (1) and (2) must be made separately on both of the following bases:

  • (a) that the TMT acquisitions are approved and completed before the allotments under the rights issue:

  • (b) that the TMT acquisitions are not approved or completed before the allotments under the rights issue.