Dated at Wellington this 8th day of October 2009.
The Common Seal of the Takeovers Panel was affixed in the presence of:
D J Quigg,
Statement of reasons
This notice applies to acts or omissions occurring on or after 6 October 2009 and expires on 31 December 2009.
The Takeovers Panel (the Panel) has granted exemptions from rule 6(1) of the Takeovers Code (the Code) to—
Catherine Rachael Delegat and André Gaylard as trustees of the Jakov Nikola Delegat Business Trust (the Business Trust); and
Rosamari Suzan Delegat as trustee of the Delegat’s Share Protection Trust (the Protection Trust).
The Business Trust is a family trust established pursuant to a deed of trust dated 5 October 2009 for the benefit of the family of Jakov Nikola Delegat (Jim Delegat).
The Protection Trust is a family trust established pursuant to a deed of trust dated 5 October 2009, also for the benefit of Jim Delegat's family.
Jim Delegat is the registered holder of 33 928 571 fully paid ordinary shares in Delegat’s Group Limited (the DGL shares).
As part of a family estate planning reorganisation, Jim Delegat intends to transfer the DGL shares to the trustees of the Protection Trust in the following 2 steps, to be carried out contemporaneously,—
first, by Jim Delegat transferring the DGL shares to the trustees of the Business Trust; and
secondly, by the trustees of the Business Trust subsequently transferring the DGL shares to the trustees of the Protection Trust.
Catherine Rachael Delegat and André Gaylard, as trustees of the Business Trust, have been granted an exemption from rule 6(1) of the Code in respect of any increase in their voting control in Delegat’s Group Limited resulting from the transfer to them by Jim Delegat of the DGL shares on or before 31 December 2009.
Rosamari Suzan Delegat, as trustee of the Protection Trust, has also been granted an exemption from rule 6(1) of the Code in respect of any increase in her voting control in Delegat’s Group Limited resulting from the transfer to her by the trustees of the Business Trust of the DGL shares on or before 31 December 2009.
The Takeovers Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemptions because—
the shareholders of DGL will not be disadvantaged in not having the opportunity to vote on the transfer of shares to the trustees of the Business Trust and the Protection Trust under the estate planning transactions, as those transfers will have no real effect on those shareholders; and
the transfers relate to a reorganisation of family interests pursuant to estate planning transactions and the Code is not intended to inhibit the restructuring of family holdings that has no effect on the shareholders of a Code company; and
the exemptions avoid unnecessary compliance costs that would be incurred if they were not granted.