Dated at Wellington this 16th day of June 2009.
The Common Seal of the Takeovers Panel was affixed in the presence of:
K J O'Connor,
Statement of reasons
This notice applies to acts or omissions occurring on or after 17 June 2009 and expires on the close of 16 November 2009.
The Takeovers Panel (the Panel) has granted an exemption to Macquarie Financial Holdings Limited (MFH), Macquarie Capital Group Limited (MCG), and Macquarie Capital International Holdings Pty Limited (MCIHPL) in respect of any increase in the percentage of voting rights in Metlifecare Limited (Metlifecare) held or controlled by each of them.
Macquarie Bank Limited (MBL) holds the legal interest in 1 fully paid A special share and 1 fully paid B special share (special shares) in the capital of RVNZ Investments Limited (RVNZI) as bare trustee for Macquarie Financial Products Management Limited (MFPML). The special shares carry certain rights to appoint directors to RVNZI.
RVNZI holds or controls 81.96% of the voting rights in Metlifecare.
The bare trust will be terminated and the legal interest in the special shares will be transferred to the beneficiary, MFPML. MFPML, which is ultimately wholly owned by Macquarie Group Limited, will transfer the legal and beneficial interest in the special shares to MCIHPL, which is also ultimately wholly owned by Macquarie Group Limited. The transfer of special shares will result in MCIHPL, and therefore MFH, and MCG, holding or controlling more than 20% of the voting rights in Metlifecare.
The Panel considers it appropriate and consistent with the objectives of the Code to grant the exemption because—
the transfer of the special shares will not result in an effective change of control of Metlifecare; and
the shareholders in Metlifecare will not be disadvantaged by not having the opportunity to vote on the transfer of the special shares; and
the exemption would maintain a proper relationship between the costs of complying with the Code and the benefits arising from that compliance.