Dated at Wellington this 23rd 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 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—