Dated at Auckland this 28th day of March 2011.
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 30 March 2011 and expires on 1 July 2011.
The exemption relates to voting securities in AMP NZ Office Limited (AMP NZ Office). It concerns the merging of the AMP group and the Australasian interests of AXA Asia Pacific Holdings Limited (AXA APH) through the acquisition by AMP Financial Services Holdings Limited (AMP FSH) of all the shares in AXA APH via share acquisition and scheme of arrangement carried out under Australian law.
The Takeovers Panel (the Panel) has granted an exemption from rule 6(1) of the Takeovers Code (the Code) for AMP FSH and the members of the AMP group that directly or indirectly have effective control of AMP FSH, subject to a condition, in respect of any increase in their voting control in AMP NZ Office as a result of the merger.
The Panel considers that the granting of an exemption for AMP FSH and its upstream parties from rule 6(1) of the Code is appropriate and consistent with the objectives of the Code because—
the increase in the percentage of their voting control in AMP NZ Office Limited will—
be a consequence of a merger of AXA APH with AMP FSH carried out in accordance with Australian law; and
not in aggregate exceed 2.8% of the total voting rights in AMP NZ Office; and
be required to be taken into account for the purposes of certain conditions in the Takeovers Code (AMP NZ Office Limited) Exemption Notice 2010, including—
the fund management acquisition conditions constraining the exercise of voting rights attached to shares in AMP NZ Office (clause 11(1)(d)); and
the pre-emptive acquisition condition of the 20% sinking lid limit (clause 8(1)(c)); and
the 21.35% limit on shareholding for any exercise of the relevant pre-emptive rights to have the benefit of the pre-emptive acquisition exemption (clause 9(1)); and
the merger is not being undertaken for the purpose of gaining control of voting rights in AMP NZ Office; and
the exemption is consistent with the Panel’s policy for exemptions in respect of upstream acquisitions.