New Zealand Legislation: Regulations

10 Restrictions on other acquisitions, on increases in control greater than disclosed maximum, and on changes in control

• (1) The exemptions in clause 5 do not apply—

  • (a) to K One W One, TMT, or VIF/TMT if there is an increase in that person’s voting control, except as a result of an allotment under the rights issue or as a result of the exercise of options allotted to that person under the rights issue or as a result of the TMT acquisitions, before the earlier of—

    • (i) the exercise of the last of that person’s options; and

    • (ii) the expiry of the options; or

  • (b) to an increase in the voting control of K One W One, TMT, or VIF/TMT as a result of the allotment of voting securities under the rights issue if, immediately after the completion of the allotment, the total percentage of voting securities held or controlled by that person is greater than the maximum percentage of voting securities that could be held or controlled by that person as disclosed in the notice of meeting in accordance with clause 7(1)(c) (being the disclosure that is made on the basis under clause 7(4) that is appropriate depending on whether or not the TMT acquisitions have been approved and completed); or

  • (c) to an increase in the voting control of K One W One, TMT, or VIF/TMT as a result of the exercise of an option if, immediately after the increase, the total percentage of voting securities held or controlled by that person is greater than the maximum percentage of voting securities that could be held or controlled by that person as disclosed in the notice of meeting in accordance with clause 8(1)(c) (being the disclosure that is made on the basis under clause 8(4) that is appropriate depending on whether or not the TMT acquisitions have been approved and completed).

  (2) The exemptions in clause 5 for—

  • (a) K One W One are subject to the condition that there is no change in control of K One W One before the earlier of—

    • (i) the exercise of the last of K One W One’s options; and

    • (ii) the expiry of the options:

  • (b) TMT are subject to the condition that there is no change in control of TMT before the earlier of—

    • (i) the exercise of the last of TMT’s options; and

    • (ii) the expiry of the options:

  • (c) VIF/TMT are subject to the condition that there is no change in control of VIF/TMT before the earlier of—

    • (i) the exercise of the last of VIF/TMT’s options; and

    • (ii) the expiry of the options.