Dated at Auckland this 7th day of April 2009.
The Common Seal of the Takeovers Panel was affixed in the presence of:
D O Jones,
Statement of reasons
This notice applies to acts or omissions occurring on or after 29 February 2008 and expires on 30 April 2009.
The Takeovers Panel (the Panel) has granted exemptions for UEM Group Berhad (UEM Group), Khazanah Nasional Berhad (Khazanah), and the Malaysian Minister of Finance Incorporated from rule 6(1) of the Takeovers Code in respect of any actual or deemed increases to their voting control in Opus International Consultants Limited resulting from certain transactions relating to the reorganisation of Malaysian incorporated companies upstream of Opus International Consultants Limited.
Opus International Consultants Limited is a Code company, and is indirectly majority owned by Opus Group Berhad (Opus Group). Prior to the reorganisation, Opus Group was majority owned by UEM World Berhad (UEM World) and UEM World was majority owned by UEM Group. UEM Group is wholly owned by Khazanah and Khazanah is effectively wholly owned by the Malaysian Minister of Finance Incorporated. All of the above-mentioned parties, other than Opus International Consultants Limited, are incorporated in Malaysia.
UEM World offered the shares it held in Opus Group to its shareholders for sale on a pro-rata basis, with UEM Group taking up any shares not taken by the other shareholders. This transaction was termed the “restricted offer for sale”. Completion of the restricted offer for sale resulted in UEM Group becoming the entitled holder to Opus Group shares in excess of 33% of the total voting rights in Opus Group and triggered its obligation under Malaysian law to make a mandatory takeover offer for the remaining shares in that company. Completion of the takeover offer resulted in UEM Group increasing its shareholding in Opus Group to more than 90%.
These transactions may have resulted in UEM Group, Khazanah, and the Malaysian Minister of Finance Incorporated increasing the extent to which they shared in the control of voting rights in Opus International Consultants Limited with their associate Opus Group, thereby deeming them under rule 6(2)(c) of the Takeovers Code to have become the controllers of an increased percentage of voting rights in Opus International Consultants Limited. No Takeovers Code mechanism was used to effect those transactions.
The Panel considers that it is appropriate and consistent with the objectives of the Takeovers Code to grant the exemptions because—
the exempted transactions were remote from the Code company and not directed at acquiring control over voting rights in the Code company; and
Opus International Consultants Limited shareholders were not disadvantaged by not having an opportunity to vote on the exempted transactions; and
the exempted transactions occurred between parties who are incorporated and have their primary business activities outside New Zealand.