New Zealand Legislation: Regulations

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

• (1) The exemption in clause 5 does not apply―

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

  • (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).

  (2) The exemption in clause 5 for―

  • (a) K One W One is subject to the condition that there is no change in control of K One W One before the allotment under the rights issue; and

  • (b) TMT is subject to the condition that there is no change in control of TMT before the allotment under the rights issue; and

  • (c) VIF/TMT is subject to the condition that there is no change in control of VIF/TMT before the allotment under the rights issue.