Dated at Auckland this 10th day of November 2010.
The Common Seal of the Takeovers Panel was affixed in the presence of:
Statement of reasons
This notice applies to acts or omissions occurring on or after 8 November 2010 and expires on the close of 30 June 2011.
Delegat’s Wine Estate Limited (Delegat’s) is proposing to make an offer for the equity securities in Oyster Bay Marlborough Vineyards Limited (Oyster Bay) that it does not already hold (the offer). As consideration for the securities in Oyster Bay, Delegat’s proposes to offer Oyster Bay shareholders a choice of cash or Delegat’s Group Limited (Delegat's Group) shares (the share scrip consideration).
The Takeovers Panel has exempted Delegat’s, subject to conditions, from—
The conditions of the exemptions provide that shares in Delegat's Group that would otherwise be allotted to foreign shareholders under the offer or under a compulsory sale will be allotted to a person appointed by Delegat’s to act as nominee for the offer or compulsory sale. Delegat's is required to ensure that that nominee, as soon as is reasonably practicable and in a manner consistent with the terms of the offer or the acquisition notice relating to payment of consideration, sells the shares in Delegat's Group and pays the net proceeds arising from the sale to the relevant foreign shareholders.
The Panel considers that the exemptions are appropriate and consistent with the objectives of the Code because—
it is impractical and unreasonably expensive in the context of the offer for Delegat’s to make an offer to all shareholders on the Oyster Bay share register on the same terms, as required by rule 20 of the Code, because of the costs of complying with the securities laws that apply in the various jurisdictions; and
the conditions of the exemptions require that foreign shareholders that accept the share scrip consideration under the offer will, in effect, receive equivalent cash consideration and accordingly are not disadvantaged by not being able to accept the share scrip consideration under the offer; and
the exemptions are consistent with the principle of providing equal consideration to all shareholders of the same class; and
it is important for competition for the control of Code companies that offerors are not precluded from offering securities as consideration in takeover transactions; and
the exemptions from rule 56A(2) and (3) of the Code are consequential to the exemption from rule 20 of the Code.