Dated at Wellington this 15th day of December 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 30 November 2009 and expires on 30 April 2010.
The Takeovers Panel (the Panel) has granted exemptions from rule 6(1) of the Takeovers Code (the Code) for Campania Holding Inc (Campania), Tangent International Limited (Tangent), and Archibald Geoffrey Loudon (Loudon).
Weaver Holdings International Limited (Weaver), a wholly owned subsidiary of Auriferous Mining Limited (Auriferous), holds 75 000 000 fully paid ordinary shares in L&M Petroleum Limited (L&M Petroleum), a code company. Weaver's holding in L&M Petroleum represents approximately 42.78% of the voting rights in L&M Petroleum.
Campania, Tangent, and Loudon each hold 33.3% of the shares in Auriferous. It is proposed that the shares held in L&M Petroleum by Auriferous' subsidiary, Weaver, be transferred to Campania, Tangent, and Loudon in proportion to those shareholders' holdings in Auriferous. The transfers will result in Campania, Tangent, and Loudon holding, as associates, more than 20% of the voting rights in L&M Petroleum.
The Panel has granted exemptions from rule 6(1) of the Code for Campania, Tangent, and Loudon in respect of any increase in their respective voting control in L&M Petroleum resulting from the transfers by Weaver to each of them of 25 000 000 fully paid ordinary shares in L&M Petroleum on or before 28 February 2010.
The Panel considers that the exemptions are appropriate and consistent with the objectives of the Code because—
the transfers will not result in any person (including any associated person) increasing their control percentage in L&M Petroleum; and
shareholders of L&M Petroleum will not be disadvantaged in not having the opportunity to vote on the transfers as the transfers will have no real effect on those shareholders; and
the exemptions avoid unnecessary compliance costs that would be incurred if they were not granted.