Takeovers Code (ABN AMRO Craigs Limited) Exemption Notice 2008

  • expired
  • Takeovers Code (ABN AMRO Craigs Limited) Exemption Notice 2008: expired, on 1 February 2009, by clause 3.

Reprint
as at 1 February 2009

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Takeovers Code (ABN AMRO Craigs Limited) Exemption Notice 2008

(SR 2009/4)

  • Takeovers Code (ABN AMRO Craigs Limited) Exemption Notice 2008: expired, on 1 February 2009, by clause 3.


Note

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).

Notice

1 Title
  • This notice is the Takeovers Code (ABN AMRO Craigs Limited) Exemption Notice 2008.

2 Application
  • This notice applies to acts or omissions occurring on or after 10 October 2007.

3 Expiry
  • This notice expires on the close of 31 January 2009.

4 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    Act means the Takeovers Act 1993

    Code means the Takeovers Code under the Act.

    (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 ABN AMRO Craigs Limited.

    (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.

5 Exemptions from rule 6(1) of Code for transactions completed in September 2008
  • RFS Holdings BV, The Royal Bank of Scotland Group plc, Fortis Bank Nederland (Holding) N.V., and Banco Santander Central Hispano, S.A. are exempted from rule 6(1) of the Code in respect of any increase in their voting control in ABN AMRO Craigs Limited resulting from acquisitions of shares in ABN AMRO Holding N.V. by RFS Holdings BV in relation to RFS Holdings BV's takeover of ABN AMRO Holding N.V. completed on 22 September 2008.

6 Exemptions from rule 6(1) of Code for December 2008 transactions
  • ABN AMRO Bank N.V., ABN AMRO Holding N.V., and RFS Holdings BV are exempted from rule 6(1) of the Code in respect of any increase in their voting control in ABN AMRO Craigs Limited resulting from acquisitions of shares in ABN AMRO Australia Holdings Pty Limited by ABN AMRO Bank N.V. completed on or about 12 December 2008.

Dated at Auckland this 19th day of December 2008.

The Common Seal of the Takeovers Panel was affixed in the presence of:

[Seal]

Colin Giffney,
Deputy Chairperson.


Statement of reasons

This notice applies to acts or omissions occurring on or after 10 October 2007 and expires on 31 January 2009.

It relates to increases in voting control in ABN AMRO Craigs Limited (AAC), a Code company.

The Takeovers Panel (the Panel) has granted exemptions from rule 6(1) of the Takeovers Code for—

  • RFS Holdings BV (RFS) in respect of increases in its voting control in AAC resulting from RFS’s takeover of ABN AMRO Holding N.V. (ABN AMRO) and RFS's subsequent acquisitions of shares in ABN AMRO:

  • The Royal Bank of Scotland Group plc (RBS), Fortis Bank Nederland (Holding) N.V. (Fortis), and Banco Santander Central Hispano, S.A. (Santander) in respect of the deemed increase to their voting control resulting from RFS’s takeover of ABN AMRO and RFS's subsequent acquisitions of shares in ABN AMRO:

  • ABN AMRO, ABN AMRO Bank N.V., and RFS in respect of ABN AMRO Bank N.V.’s acquisition of the 25% of ABN AMRO Australia Holdings Pty Limited (AAAH) held by AAA Employee Plans Pty Limited and AANZ Employee Plans Limited (corporate trustees).

ABN AMRO controls, through a number of subsidiaries, 50% of the voting rights in AAC.

In late 2007, RFS (a Dutch incorporated company owned by RBS, Fortis, and Santander) became the holder of 86% of the shares in ABN AMRO under a full takeover offer made under the laws of the Netherlands. RFS subsequently purchased further shares in ABN AMRO, and then acquired all the remaining shares in ABN AMRO that it did not own, pursuant to a judgment granted by the Enterprise Chamber of the Amsterdam Court of Appeals.

RFS's acquisitions of shares in ABN AMRO may have resulted in RFS, RBS, Fortis, and Santander becoming or being deemed to become the controllers of 50% of the voting rights in AAC.

ABN AMRO Bank N.V. (a subsidiary of ABN AMRO) held 75% of the shares in AAAH. The remaining 25% of AAAH was held by the corporate trustees for the benefit of the Australian and New Zealand employees of ABN AMRO. AAAH controls, through a number of wholly owned subsidiaries, 50% of the voting rights in AAC. ABN AMRO Bank N.V. acquired the AAAH shares held by the corporate trustees.

ABN AMRO Bank N.V.’s acquisition of shares in AAAH may be deemed to have been an increase in the control of voting rights in AAC by ABN AMRO Bank N.V., ABN AMRO, and RFS.

The Panel considers that granting the exemptions is appropriate and consistent with the objectives of the Code for the following reasons:

  • the acquisition of voting rights in AAC by any of the exempted parties under RFS’s takeover of ABN AMRO was incidental to a significant overseas takeover transaction directed at acquiring the business assets of ABN AMRO and not to the control of voting rights in AAC (the assets of which are small in relation to the assets of the target group):

  • any deemed acquisition of voting rights in AAC as a result of the unwinding of the employee share scheme would be incidental to the internal reorganisation of affairs of the ABN AMRO group of companies and was not directed to the acquisition of control over voting rights in AAC:

  • any increase or deemed increase in the percentage of voting rights in AAC that are controlled by the exempted parties would be as a consequence of the overseas takeover and restructuring, and those transactions were not undertaken for the purpose of effecting the increase in the percentage of voting rights in AAC.


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 29 January 2009.


Contents

  • 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)


Notes
1 General
  • This is a reprint of the Takeovers Code (ABN AMRO Craigs Limited) Exemption Notice 2008. The reprint incorporates all the amendments to the notice as at 1 February 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.

2 Status of reprints
  • 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.

3 How reprints are prepared
  • 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.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
  • 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).

5 List of amendments incorporated in this reprint (most recent first)
  • Takeovers Code (ABN AMRO Craigs Limited) Exemption Notice 2008 (SR 2009/4): clause 3