Takeovers Code (Rubicon Limited) Exemption Notice 2009

  • expired
  • Takeovers Code (Rubicon Limited) Exemption Notice 2009: expired, on 1 August 2009, by clause 3.

Reprint
as at 1 August 2009

Crest

Takeovers Code (Rubicon Limited) Exemption Notice 2009

(SR 2009/109)

  • Takeovers Code (Rubicon Limited) Exemption Notice 2009: expired, on 1 August 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 (Rubicon Limited) Exemption Notice 2009.

2 Application
  • This notice applies to acts or omissions occurring on or after 27 April 2009.

3 Expiry
  • This notice expires on the close of 31 July 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

    target company statement means the statement referred to in rule 46 of the Code that Rubicon Limited is required to send in relation to the proposed partial takeover offer by Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Commonfund Hedged Equity Company, Good Steward Trading Company SPC, Mulsanne Partners, L.P., Shoshone Partners, L.P., and Focus 300 Ltd that was announced by way of takeover notice dated 31 March 2009.

    (2) 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 Exemption
  • Rubicon Limited is exempted from clause 18(2) and (3) of Schedule 2 of the Code in respect of the target company statement.

6 Condition of exemption
  • The exemption in clause 5 is subject to the condition that a statement is included in the target company statement advising offerees that they are entitled to obtain a copy of Rubicon Limited's most recent half-yearly report from—

    • (a) Rubicon Limited's Internet site; or

    • (b) Rubicon Limited on request and free of charge.

Dated at Wellington this 23rd day of April 2009.

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


[Seal]


D O Jones,
Chairperson.


Statement of reasons

This notice applies to acts or omissions occurring on or after 27 April 2009 and expires on 31 July 2009.

The Takeovers Panel (the Panel) has granted an exemption for Rubicon Limited (Rubicon) from clause 18(2) and (3) of Schedule 2 of the Takeovers Code (the Code).

On 31 March 2009, Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Commonfund Hedged Equity Company, Good Steward Trading Company SPC, Mulsanne Partners, L.P., Shoshone Partners, L.P., and Focus 300 Ltd announced their intention to make a partial takeover offer for Rubicon. If the offer is made, Rubicon will be required to send a target company statement to offerees in accordance with rule 46 of the Code. Clause 18(2) of Schedule 2 of the Code would require the target company statement to include a copy of Rubicon's most recent half-yearly report. The Panel is advised that Rubicon sent its most recent half-yearly report to its shareholders on 18 March 2009. Rubicon sought an exemption from the requirement in clause 18(2) of Schedule 2. A consequential exemption from the requirement in clause 18(3) of Schedule 2 was also sought.

The Panel considers that the exemption is appropriate and consistent with the objectives of the Code because—

  • the condition of the exemption ensures that a copy of Rubicon’s half-yearly report is available to any Rubicon shareholders who request it or who have access to the Internet:

  • it maintains a proper relation between the costs of compliance with the Code and the benefits arising from it.


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

Date of notification in Gazette: 30 April 2009.

This notice is administered by the Takeovers Panel.


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 (Rubicon Limited) Exemption Notice 2009. The reprint incorporates all the amendments to the notice as at 1 August 2009, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that contain transitional, savings, or application provisions are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/legislation/reprints.shtml.

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 (Rubicon Limited) Exemption Notice 2009: clause 3