New Zealand Legislation: Regulations

9 Further conditions that apply to exemptions in clauses 5 and 6

• The exemptions in clauses 5 and 6 are subject to the conditions that—

  • (a) the notice of meeting contains, or is accompanied by,—

    • (i) full particulars of the rights issue and the options; and

    • (ii) a summary of the terms and conditions of the exemptions granted under this notice; and

  • (b) the notice of meeting displays, in a prominent position, a disclaimer stating that by exempting K One W One, TMT, and VIF/TMT from rule 7(d) of the Code, and Phitek from rule 16(b) of the Code, the Takeovers Panel is—

    • (i) neither endorsing nor supporting the accuracy or reliability of the contents of the notice of meeting; and

    • (ii) not implying it has a view on the merits of the proposed issue of voting securities to K One W One, TMT, and VIF/TMT under the rights issue or resulting from the exercise of the options; and

  • (c) the form of the notice of meeting is approved by the Takeovers Panel; and

  • (d) every annual report issued by Phitek during the period in which this notice is in force contains the following in a prominent position and in a form approved by the Takeovers Panel:

    • (i) a summary of the terms of the options; and

    • (ii) a summary of the terms and conditions of the exemptions granted under this notice; and

    • (iii) a statement, as at the end of the financial year to which the annual report relates, of the number of voting securities allotted to each of K One W One, TMT, and VIF/TMT as a result of the exercise of the options (whether the voting securities were allotted during the financial year or an earlier financial year); and

    • (iv) a statement, as at the end of the financial year to which the annual report relates, of the total percentage of the voting securities on issue held or controlled by each of the following (calculated as though K One W One, TMT, and VIF/TMT were not associates of each other):

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

      • (B) TMT and its associates:

      • (C) VIF/TMT and its associates; and

    • (v) a statement, as at the end of the financial year to which the annual report relates, of 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 as a result of the allotment of voting securities to each of those persons on the exercise of all the options held by each of those persons.