Dated at Auckland this 15th day of May 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 22 July 2008 and expires on 31 May 2009.
The Takeovers Panel (the Panel) has granted exemptions to Arthur Scace and Anthony Arrell from rule 6(1) of the Code in respect of any increase in their voting control of New Zealand Experience Limited resulting from the reduction in the number of trustees of the George R Gardiner Estate Trust.
The trustees of the George R Gardiner Estate Trust control, through a number of wholly owned subsidiaries, a majority of the voting rights in New Zealand Experience Limited, a Code company. Before July 2008, there were 3 trustees of the George R Gardiner Estate Trust; Helen Gardiner, and the current trustees, Arthur Scace and Anthony Arrell. The death of Helen Gardiner on 22 July 2008 resulted in a reduction in the number of trustees and corresponding increase in the extent to which the remaining trustees shared in the control over the voting rights in New Zealand Experience Limited. Under rule 6(2)(c) of the Code, the remaining trustees were deemed to have increased the percentage of voting rights that they held or controlled in New Zealand Experience Limited, thereby triggering the fundamental rule.
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemptions because—
the occurrence that resulted in the deemed increase in the voting control of the remaining trustees was not an occurrence of a type that is meant to be caught by the Code; and
the shareholders of New Zealand Experience Limited were not disadvantaged by not having the opportunity to vote on the deemed increase in voting control because the deemed increase does not have any real effect on those shareholders.