Takeovers Code (Michael Hill International Limited) Exemption Notice 2010

  • expired
  • Takeovers Code (Michael Hill International Limited) Exemption Notice 2010: expired, on 1 March 2010, by regulation 3.

Reprint
as at 1 March 2010

Crest

Takeovers Code (Michael Hill International Limited) Exemption Notice 2010

(SR 2010/9)

  • Takeovers Code (Michael Hill International Limited) Exemption Notice 2010: expired, on 1 March 2010, by clause 3.


Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

This notice is administered by the Takeovers Panel.


Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

Notice

1 Title
  • This notice is the Takeovers Code (Michael Hill International Limited) Exemption Notice 2010.

2 Application
  • This notice applies to acts or omissions occurring on or after 20 August 2009.

3 Expiry
  • This notice expires on the close of 28 February 2010.

4 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    Act means the Takeovers Act 1993

    Code means the Takeovers Code under the Act.

    (2) In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in Michael Hill International Limited.

    (3) Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.

5 Exemption from rule 6(1) of Code
  • Veritas Hill Limited is exempted from rule 6(1) of the Code in respect of any increase in its voting control that resulted from its appointment on 20 August 2009 as a trustee of the following:

    • (a) the trust established by deed of trust dated 1 May 1996 known as the Boxer Hill Trust:

    • (b) the trust established by deed of trust dated 30 June 1998 known as the Michael Hill International Share Trust:

    • (c) the trust established by deed of trust dated 24 November 1999 known as the Quinten Trust.

Dated at Auckland this 27th day of January 2010.

The Common Seal of the Takeovers Panel was affixed in the presence of:

[Seal]

Colin G Giffney,
Deputy Chairperson.


Statement of reasons

This notice applies to acts or omissions occurring on or after 20 August 2009 and expires on 28 February 2010.

Michael Hill International Limited (MHIL) is a code company within the meaning of the Takeovers Code (the Code).

The Takeovers Panel (the Panel) has granted an exemption from rule 6(1) of the Code to Veritas Hill Limited (Veritas), a professional trustee company, in respect of any increase in its control of voting rights in MHIL resulting from its appointment as a trustee of the Boxer Hill Trust, the Michael Hill International Share Trust, and the Quinten Trust on 20 August 2009.

Shareholder approval under rule 7(c) of the Code was not sought by Veritas in respect of the appointment as trustee of the Boxer Hill Trust, the Michael Hill International Share Trust, and the Quinten Trust. Accordingly, it appears that Veritas may be in breach of the Code.

The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption because—

  • any breach of the Code appears to have been inadvertent:

  • the shareholders of MHIL were not disadvantaged in not having the opportunity to vote on the appointment of Veritas as a trustee of the Boxer Hill Trust, the Michael Hill International Share Trust, and the Quinten Trust:

  • the appointment related to a reorganisation of private family trusts and the Code is not intended to inhibit the restructuring of family trusts that has no effect on the shareholders of a code company:

  • the exemption avoids unnecessary compliance costs that would be incurred if it were not granted.


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 11 February 2010.


Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)


Notes
1 General
  • This is a reprint of the Takeovers Code (Michael Hill International Limited) Exemption Notice 2010. The reprint incorporates all the amendments to the notice as at 1 March 2010, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.

2 Status of reprints
  • Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

    This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared
  • A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
  • Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

    A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

    In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

    • omission of unnecessary referential words (such as of this section and of this Act)

    • typeface and type size (Times Roman, generally in 11.5 point)

    • layout of provisions, including:

      • indentation

      • position of section headings (eg, the number and heading now appear above the section)

    • format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • format of dates (eg, a date formerly expressed as the 1st day of January 1999 is now expressed as 1 January 1999)

    • position of the date of assent (it now appears on the front page of each Act)

    • punctuation (eg, colons are not used after definitions)

    • Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • case and appearance of letters and words, including:

      • format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

      • small capital letters in section and subsection references are now capital letters

    • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • running heads (the information that appears at the top of each page)

    • format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)
  • Takeovers Code (Michael Hill International Limited) Exemption Notice 2010 (SR 2010/9): clause 3