Dated at Auckland this 18th day of July 2012.
The Common Seal of the Takeovers Panel was affixed in the presence of:
C G Blanchard,
Statement of reasons
This notice applies to acts or omissions occurring on or after 20 July 2012 and expires on 31 December 2012.
Wakefield Health Limited (Wakefield) is a Code company under the Takeovers Code (the Code). Medusa Limited (Medusa) holds 19.99% of the shares in Wakefield. Royston Hospital Trust Board (Royston) holds 19.99% of the shares in Wakefield.
Medusa and Royston intend to enter into a joint venture agreement to make a partial offer for 50.01% of the equity securities of Wakefield (the offer) through their joint venture company, Austron Limited (Austron). Medusa and Royston also intend to accept the offer in respect of all the equity securities that each holds in Wakefield.
Medusa and Royston are acting jointly or in concert with Austron in respect of the offer. Rule 35 of the Code prohibits Medusa and Royston from accepting the offer.
Rule 35 of the Code is intended to prevent an offeror, or persons acting jointly or in concert with an offeror, from selling equity securities 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 equity securities that they hold in the target company.
The Takeovers Panel (the Panel) has granted an exemption to Medusa and Royston from rule 35 of the Code in respect of the offer.
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption because—