Dated at Auckland this 13th day of May 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 31 May 2011.
The Takeovers Panel (the Panel) has granted a retrospective exemption from rule 6(1) of the Takeovers Code (the Code) for certain AMP group companies (the AMP parties) in respect of an increase of 700,000 voting rights in Skellerup Holdings Limited (Skellerup). The AMP parties are—
AMP Group Holdings Limited:
AMP Group Services Limited:
AMP Services Limited:
AMP Services Holdings Limited:
AMP Holdings Limited:
AMP Financial Services Holdings Limited (AMP FSH).
The exemption concerns the merger, on or about 30 March 2011, of the AMP parties and the Australasian interests of AXA Asia Pacific Holdings Limited (AXA APH) through the acquisition by AMP FSH of all the shares in AXA APH via a share acquisition and scheme of arrangement carried out under Australian law (the merger).
As a result of the merger, each of the AMP parties, when taken together with its associates, holds or controls more than 20% of the voting rights in Skellerup because AMP Capital Investors (New Zealand) Limited, a wholly owned subsidiary of AMP Limited, already held or controlled approximately 19.95% of the voting rights in Skellerup.
The Panel considers that the granting of a retrospective exemption for each AMP party from rule 6(1) of the Code is appropriate and consistent with the objectives of the Code because—
the increase in their voting control in Skellerup was a consequence of a merger of AXA APH with AMP FSH carried out in accordance with Australian law; and
the merger was not undertaken for the purpose of gaining control of voting rights in Skellerup; and
the exemption is consistent with the Panel’s policy for exemptions in respect of upstream acquisitions; and
the breach of the Code appears to have been inadvertent.