Dated at Auckland this 7th day of August 2009.
The Common Seal of the Takeovers Panel was affixed in the presence of:
Colin Glenn Giffney,
Statement of reasons
This notice applies to acts or omissions occurring on or after 31 July 2009 and expires on 31 January 2010.
The Takeovers Panel (the Panel) has granted exemptions for—
LPL proposes to make a full scrip offer for Pharmacybrands under rule 7(a) of the Code. Cape Healthcare currently holds approximately 66% of the shares in Pharmacybrands. Cape Healthcare is expected to enter into a lock-in agreement with LPL to accept LPL's scrip offer in respect of all of its Pharmacybrands shares. LPL is going to conduct a pro-rata buyback from its partly paid shareholders before the completion of the scrip offer.
If LPL's offer is successful and Cape Healthcare accepts LPL's offer in respect of all of its Pharmacybrands shares, the resulting allotment of LPL shares to Cape Healthcare will increase the percentage of voting rights that Cape Healthcare holds or controls in LPL to between 20% and 50%. Rule 6(1) of the Code prohibits such increases, except as provided by rule 7. The approval of LPL shareholders is therefore to be sought for that allotment, in accordance with rule 7(d) of the Code.
Rule 7(d) requires that the notice of meeting sent to shareholders in respect of that approval contains the information specified by rule 16 of the Code. However, the information specified by rule 16(b)(ii) to (iv) will not be known at the time the notice of meeting is prepared. This is due to uncertainties in—
The Panel has granted exemptions from those disclosure requirements. The Panel has made those exemptions subject to conditions that substitute disclosure of the exact percentages required by rule 16(b)(ii) to (iv) with disclosure of potential maximum percentages.
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemptions because—
if the non-associated shareholders approve the potential maximum allotment of voting securities to Cape Healthcare then, by implication, the shareholders also approve any lesser percentage of voting securities that may be allotted to Cape Healthcare under the scrip offer and lock-in agreement.