Takeovers Code (Durante Holdings Pty Limited) Exemption Notice 2011

  • expired
  • Takeovers Code (Durante Holdings Pty Limited) Exemption Notice 2011: expired, on 9 February 2011, by clause 3.

Reprint
as at 9 February 2011

Coat of Arms of New Zealand

Takeovers Code (Durante Holdings Pty Limited) Exemption Notice 2011

(SR 2011/4)

  • Takeovers Code (Durante Holdings Pty Limited) Exemption Notice 2011: expired, on 9 February 2011, 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 (Durante Holdings Pty Limited) Exemption Notice 2011.

2 Application
  • This notice applies to acts or omissions occurring on or after 28 January 2011.

3 Expiry
  • This notice expires on the close of 8 February 2011.

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

    Durante means Durante Holdings Pty Limited, a company incorporated in Australia

    offer means Durante’s partial offer on 14 January 2011 for 5% of the ordinary voting shares in Michael Hill International Limited that it does not already hold

    variation means the variation of the offer made by Durante on 28 January 2011.

    (2) 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 27 of Code
  • Durante is exempted from rule 27 of the Code in respect of the variation.

6 Condition of exemption in clause 5
  • The exemption in clause 5 is subject to the condition that the variation does 1 or more of the following:

    • (a) increases an existing component or components of the consideration under the offer:

    • (b) adds a cash component to the consideration under the offer:

    • (c) adds to the offer a cash alternative (if the directors of Michael Hill International Limited have given their prior written approval):

    • (d) extends the offer period in accordance with rule 24A or 24B of the Code:

    • (e) if the offer period is extended, varies the date that must be specified under rule 25(2) of the Code.

Dated at Auckland this 4th day of February 2011.

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

[Seal]

D O Jones,
Chairperson.


Statement of reasons

This notice applies to acts or omissions occurring on or after 28 January 2011 and expires on 8 February 2011.

Durante Holdings Pty Limited (Durante) has made a partial offer for 5% of the ordinary voting shares in Michael Hill International Limited (Michael Hill) that it does not already hold. Durante’s offer was conditional upon Durante receiving acceptances by the closing date of the offer on 12 February 2011 for that number of Michael Hill shares that would give Durante ownership of 50.01% of the voting rights in Michael Hill (the minimum acceptance condition). The offer specified that it became unconditional on 11 February 2011 (the unconditional date).

After Durante had made the offer, it became apparent that the unconditional date and the minimum acceptance condition were inconsistent because the minimum acceptance condition was expressed to be effective until the closing date of the offer, which was 1 day later than the unconditional date.

On 28 January 2011, Durante extended the closing date of the offer to 28 February 2011. To align the unconditional date and the minimum acceptance condition, the unconditional date was also extended to 28 February. In the absence of an exemption, Durante could not extend the unconditional date to 28 February due to the proviso in rule 27(e) of the Takeovers Code (the Code), which prevents an offeror from extending the unconditional date by more than the period of time by which the offer period is extended.

The Takeovers Panel has granted a retrospective exemption for Durante from rule 27 of the Code in order to allow Durante to vary the offer in order to align the closing date of the offer and the unconditional date. The exemption is subject to the condition that Durante's variation of the offer is to do 1 or more of 5 specified actions.

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

  • the technical error contained in the offer document was inadvertent and the mistake was only discovered after the offer had been made; and

  • no shareholder or other person will be adversely affected or disadvantaged by the exemption; and

  • the exemption maintains a proper relationship between the costs of complying with the Code and the benefits arising from compliance.


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

Date of notification in Gazette: 10 February 2011.


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 (Durante Holdings Pty Limited) Exemption Notice 2011. The reprint incorporates all the amendments to the notice as at 9 February 2011, 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 (Durante Holdings Pty Limited) Exemption Notice 2011 (SR 2011/4): clause 3