Dated at Auckland this 26th day of October 2012.
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 29 October 2012 and is revoked on 29 April 2013.
L&M Energy Limited (LME) is a code company as it is listed on the NZX. New Dawn Energy Limited (New Dawn) will give or has given notice of its intention to make a full takeover offer for all of the equity securities of LME (the offer).
New Dawn is a special purpose vehicle that was incorporated for the purposes of making the offer.
Mr Archibald Geoffrey Loudon and Mr Gregory Ross Hogan (together the specified shareholders) are directors of New Dawn. Mr Loudon is also the sole shareholder in New Dawn. The specified shareholders hold or control equity securities in LME and are directors in LME.
The specified shareholders intend to accept the offer in respect of the equity securities that they hold or control in LME.
The specified shareholders are likely to be acting jointly or in concert with New Dawn for the purposes of making the offer. Rule 35 of the Takeovers Code (the Code) prevents them 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 exemptions from rule 35 of the Code to enable the specified shareholders to accept the offer.
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemptions because—
it would avoid an unintended consequence of the Code:
it would not disadvantage other shareholders or prevent them from deciding the merits of the offer for themselves:
it is an accepted market practice to use a special purpose vehicle to make a takeover offer.