Dated at Auckland this 12th day of January 2013.
The Common Seal of the Takeovers Panel was affixed in the presence of:
Statement of reasons
This notice applies to acts or omissions occurring on or after 11 January 2013 and expires on 31 July 2013.
Vehicle Inspection New Zealand Limited (VINZ) is a code company as it has more than 50 shareholders. JEVIC NZ Limited (JEVIC) will give or has given notice of its intention to make a full takeover offer for all of the equity securities of VINZ (the offer).
Matthew Thomas Griffiths, Martin Walter Dijkgraaf, Brent Peter Whale, and Stuart Jason Weir (together the specified shareholders) hold or control equity securities in VINZ. JEVIC has provided the funds required by the specified shareholders to purchase their shareholdings in VINZ.
The specified shareholders intend to accept the offer in respect of the equity securities that they hold or control in VINZ.
The specified shareholders are likely to be acting jointly or in concert with JEVIC 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 an exemption 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 exemption because—