Dated at Auckland this 31st day of October 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 28 October 2011 and expires on 31 July 2012.
Pyne Gould Corporation Limited (PGC) is a code company.
Australasian Equity Partners Fund No. 1 LP (AEP) has given notice of its intention to make a full offer for all of the equity securities in PGC (the AEP offer).
Pyne Holdings Limited and Baker Street Capital, L.P. (Baker Street) hold all, or substantially all, of the partnership interests in AEP. Pyne Holdings Limited and Baker Street also each hold equity securities in PGC. George Charles Desmond Kerr and Stephen Bruce Lowe hold equity securities in PGC as trustees of the Kerr Family Trust.
Pyne Holdings Limited, Baker Street, and George Charles Desmond Kerr and Stephen Bruce Lowe in their capacity as trustees of the Kerr Family Trust, are acting jointly or in concert with AEP for the purposes of the AEP offer. Rule 35 of the Takeovers Code (the Code) prevents them from accepting the AEP offer.
Rule 35 of the Code is intended to prevent an offeror, or persons acting jointly or in concert with an offeror, from selling shares in the target company other than to a competing bidder. However, rule 35 also prevents persons who are acting jointly or in concert with an offeror from accepting the offer made by that offeror in respect of any securities that they hold in the target company.
The Takeovers Panel (the Panel) has granted an exemption from rule 35 of the Code to enable each of Pyne Holdings Limited, Baker Street, George Charles Desmond Kerr, and Stephen Bruce Lowe to accept the AEP offer.
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption because—