Takeovers Code (Pike River Coal Limited) Exemption Notice 2010

  • expired
  • Takeovers Code (Pike River Coal Limited) Exemption Notice 2010: expired, on 1 May 2012, by clause 3.

Reprint
as at 1 May 2012

Coat of Arms of New Zealand

Takeovers Code (Pike River Coal Limited) Exemption Notice 2010

(SR 2010/128)

  • Takeovers Code (Pike River Coal Limited) Exemption Notice 2010: expired, on 1 May 2012, 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 (Pike River Coal Limited) Exemption Notice 2010.

2 Application
  • This notice applies to acts or omissions occurring on or after 19 May 2009.

3 Expiry
  • This notice expires on the close of 30 April 2012.

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

    2009 notice of meeting means the notice sent to the shareholders of Pike River in respect of the meeting held on 26 June 2009 to approve, for the purposes of rule 7(d) of the Code, the allotment of voting securities to NZOG on the exercise of NZOG's 2011 options

    2010 notice of meeting means the notice sent to the shareholders of Pike River in respect of the meeting held on 7 May 2010 to approve, for the purposes of rule 7(d) of the Code, the allotment of voting securities to NZOG on the exercise of the conversion rights, subscription rights, and exercise rights

    2011 options means the options issued pursuant to the renounceable rights issue carried out by Pike River under a short form prospectus and investment statement dated 16 March 2009, the terms of which entitle the holder of a 2011 option to subscribe for 1 voting security for $1.25 at any time until 5 pm on 24 April 2011

    Act means the Takeovers Act 1993

    Code means the Takeovers Code under the Act

    convertible bonds means the convertible bonds issued to NZOG by Pike River pursuant to an agreement dated 19 April 2010 between New Zealand Oil & Gas Limited and Pike River, the terms of which entitle holders, on the conversion of the bonds on or before 12 March 2012, to—

    • (a) rights to acquire voting securities (conversion rights) other than by reason of the matters referred to in paragraph (b)(i) and (ii); and

    • (b) rights to acquire securities in Pike River (subscription rights) by reason of—

      • (i) the offer, issue, grant, or sale of securities in Pike River or rights to acquire securities in Pike River; or

      • (ii) an entitlement to receive securities in Pike River arising before the conversion of the bonds

    exercise rights means rights attached to securities allotted on exercise of subscription rights that entitle holders of the securities to acquire voting securities

    NZOG means New Zealand Oil & Gas Limited and every other company listed in the Schedule

    Pike River means Pike River Coal Limited

    voting security means a voting security in Pike River.

    (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 voting rights in Pike River.

    (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 7(d) of Code
  • NZOG is exempted—

    • (a) from rule 7(d) of the Code, to the extent that rule 7(d) requires the 2009 notice of meeting to comply with rule 16(b) of the Code, in respect of any increase in NZOG's voting control as a result of the allotment of voting securities to NZOG on the exercise of NZOG's 2011 options; and

    • (b) from rule 7(d) of the Code, to the extent that rule 7(d) requires the 2010 notice of meeting to comply with rule 16(b) and (d) of the Code, in respect of any increase in NZOG's voting control as a result of the allotment of voting securities to NZOG on the exercise of NZOG's conversion rights, subscription rights, and exercise rights.

6 Exemption from rule 16(b) and (d) of Code
  • Pike River is exempted—

    • (a) from rule 16(b) of the Code in respect of the 2009 notice of meeting; and

7 Condition of exemptions relating to 2010 notice of meeting
  • (1) The exemptions in clauses 5 and 6 are subject to the condition that the 2010 notice of meeting must have contained, or been accompanied by, the following particulars, calculated separately for Cases 1, 2, and 3:

    • (a) the maximum number of voting securities that could be allotted to NZOG:

    • (b) the maximum number of voting securities that could be allotted to NZOG, expressed as a percentage of the total voting securities on issue after the allotment of voting securities:

    • (c) the maximum percentage of the total voting securities on issue that could be held or controlled by NZOG after the allotment of voting securities:

    • (d) the maximum percentage of the total voting securities on issue that could be held or controlled by NZOG and NZOG's associates after the allotment of voting securities.

    (2) Case 1 is where—

    • (a) voting securities are allotted on the exercise of all of NZOG's 2011 options; and

    • (b) no conversion rights are exercised.

    (3) Case 2 is where—

    • (a) voting securities are allotted on the exercise of all conversion rights; and

    • (b) no 2011 options are exercised.

    (4) Case 3 is where voting securities are allotted on the exercise of all of NZOG's 2011 options and all conversion rights.

    (5) The numbers and percentages referred to in subclause (1) must have been calculated on the basis that—

    • (a) there is no change in the total number of voting securities on issue after 19 April 2010, other than as a result of the exercise of 2011 options and conversion rights; and

    • (b) for Cases 1 and 3, no holder of 2011 options other than NZOG or, where subclause (1)(d) applies, no holder of 2011 options other than NZOG and NZOG's associates, exercises those options; and

    • (c) no subscription rights or exercise rights are exercised; and

    • (d) Pike River does not take any action after 19 April 2010 that causes or may cause the conversion price of the convertible bonds to change.

8 Further condition of exemptions relating to 2010 notice of meeting
  • The exemptions in clauses 5 and 6 are subject to the condition that the 2010 notice of meeting must have contained, or been accompanied by, a statement to the effect that NZOG may not exercise NZOG's 2011 options, conversion rights, or subscription rights in reliance on this notice to the extent that such exercise would cause NZOG and NZOG's associates to hold or control more than 55% of the voting rights in Pike River.

9 Condition of exemptions relating to Pike River's annual report
  • The exemptions in clauses 5 and 6 are subject to the condition that every annual report issued by Pike River until the expiry of this notice must disclose, in a form approved by the Panel,—

    • (a) a summary of the terms of the 2011 options; and

    • (b) a summary of the terms of the convertible bonds; and

    • (c) a summary of the terms and conditions of the exemptions granted to NZOG and Pike River by this notice; and

    • (d) a statement, as at the end of the financial year to which the annual report relates, of the following:

      • (i) the number of voting securities allotted to NZOG on the exercise of NZOG's 2011 options:

      • (ii) the number of voting securities allotted to NZOG pursuant to the terms of the convertible bonds:

      • (iii) the total percentage of the voting rights in Pike River held or controlled by NZOG and NZOG's associates (both individually and in aggregate):

      • (iv) the maximum percentage of voting rights in Pike River that could be held or controlled by NZOG and NZOG's associates on the exercise of all their 2011 options and all conversion rights.

10 Exemptions not to apply in certain cases
  • The exemptions in clauses 5 and 6 do not apply in respect of any increase in voting control that occurs after—

    • (a) there is an increase in NZOG's voting control, except—

      • (i) an increase in voting control as a result of the exercise of 2011 options, conversion rights, subscription rights, or exercise rights; or

      • (ii) an increase in voting control in accordance with the Takeovers Code (Class Exemptions) Notice (No 2) 2001; or

    • (b) there is a change in the effective control of New Zealand Oil & Gas Limited; or

    • (c) the total percentage of voting rights in Pike River held or controlled by NZOG and every associate of NZOG exceeds 55%.

11 Revocation

Schedule 
Meaning of NZOG

cl 4(1)

ANZ Resources Pty Limited (a company incorporated in Australia)

Australia and New Zealand Petroleum Limited

Kupe Royalties Limited

National Petroleum Limited

Nephrite Enterprises Limited

NZOG 38259 Limited

NZOG 38483 Limited

NZOG 38494 Limited

NZOG Deepwater Limited

NZOG Developments Limited

NZOG Energy Limited

NZOG Offshore Limited

NZOG Services Limited

NZOG Taranaki Limited

Oil Holdings Limited

Petroleum Equities Limited

Petroleum Resources Limited

Resource Equities Limited

Stewart Petroleum Co Limited

Dated at Wellington this 20th day of May 2010.

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

[Seal]

K J O'Connor,
Member.


Statement of reasons

This notice applies to acts or omissions occurring on or after 19 May 2009 and expires on 30 April 2012.

The Takeovers Panel (the Panel) has granted exemptions for—

  • New Zealand Oil & Gas Limited and its wholly owned subsidiaries listed in the Schedule (together, NZOG) from rule 7(d) of the Takeovers Code (the Code), to the extent that rule 7(d) requires the notice of the meeting of shareholders of Pike River Coal Limited (Pike River) in 2009 that approved the allotment of voting securities to NZOG to be in accordance with rule 16(b) of the Code and the notice of the meeting of shareholders in 2010 that approved a further allotment of voting securities to NZOG to be in accordance with rule 16(b) and (d) of the Code; and

  • Pike River from rule 16(b) of the Code in respect of the notice of the 2009 meeting and from rule 16(b) and (d) of the Code in respect of the notice of the 2010 meeting.

The exemptions apply in respect of any increase in NZOG's voting rights in Pike River as a result of the allotment of voting securities on the exercise of options or pursuant to the terms of convertible bonds.

The Panel considers that the granting of the exemptions from rules 7(d) and 16(b) and (d) of the Code is appropriate and consistent with the objectives of the Code for the following reasons:

  • the details required by rule 16(b) and (d) could not be specified in the notices because it was uncertain what number of options would ultimately be exercised by NZOG, or what rights NZOG would exercise pursuant to the terms of the convertible bonds, or what number of shares would be issued on any exercise of rights under the convertible bonds, or whether there would be any change to Pike River's capital structure before the expiry date of the options and the maturity of the convertible bonds, or what the price payable for the shares to issue on conversion of the convertible bonds would be:

  • all non-associated shareholders had an opportunity to vote on the potential allotment of voting securities to NZOG in respect of the exercise of rights under the options and pursuant to the terms of the convertible bonds:

  • if the non-associated shareholders approved the potential maximum allotment of voting securities to NZOG in respect of the options and the exercise of rights under the convertible bonds, then, by implication, the shareholders also approved any lesser percentage of voting rights that may be allotted to NZOG:

  • the ability for shareholders to subscribe for securities and thus provide adequate funding to ensure a company's growth is an acknowledged method of raising capital in New Zealand, and the Panel should facilitate these arrangements by granting appropriate exemptions where necessary.


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

Date of notification in Gazette: 27 May 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 (Pike River Coal Limited) Exemption Notice 2010. The reprint incorporates all the amendments to the notice as at 1 May 2012, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/reprints/ .

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 (Pike River Coal Limited) Exemption Notice 2010 (SR 2010/128): clause 3