Dated at Auckland this 23rd day of March 2010.
The Common Seal of the Takeovers Panel was affixed in the presence of:
D O Jones,
Statement of reasons
This notice applies to acts or omissions occurring on or after 16 March 2010 and expires on 31 July 2010.
The Takeovers Panel (the Panel) has granted exemptions for—
Vector Limited (Vector) from rule 7(d) of the Takeovers Code (the Code) to the extent that rule 7(d) requires the notice of meeting of NZ Windfarms Limited (Windfarms), held for the purpose of considering whether to approve allotments of voting securities in Windfarms to Vector, to be in accordance with rule 16(b) of the Code. The exemption from rule 7(d) is in respect of any increase of voting rights held by Vector as a result of the allotment of voting securities to Vector through a rights issue and, possibly, underwriting arrangements (as described below); and
Windfarms proposes to undertake a pro rata renounceable rights issue. While Windfarms may enter into underwriting arrangements with Vector and others in respect of the rights issue, it is more likely that there will be no underwriter for the rights issue.
Vector holds 19.99% of the voting rights in Windfarms. The allotment of voting securities to Vector under the rights issue, if Vector participates, and any underwriting arrangements with Vector, if such arrangements are entered into, may result in Vector increasing its voting control above the 20% threshold in the fundamental rule of the Code. Accordingly, shareholder approval for the allotment is to be sought under rule 7(d) of the Code. However, the information required to be disclosed in the notice of meeting by rule 16(b) of the Code will not be known at the time that the notice of meeting is prepared, due to uncertainties in the extent to which shareholders will participate in the rights issue.
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemptions because—
it is impossible for the actual number of voting securities to be allotted and the relevant percentages required by rule 16(b) of the Code to be stated in the notice of meeting, as these numbers and percentages are dependent on the extent to which shareholders of Windfarms participate in the rights issue and the extent to which Vector and others are required to underwrite the rights issue:
if the non-associated shareholders approve the potential maximum allotment of voting securities to Vector, then, by implication, the shareholders also approve any lesser percentage of voting rights that may be allotted to Vector: