Dated at Wellington this 31st day of January 2013.
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 1 February 2013 and will be revoked on 30 June 2013.
New Image Group Limited (NIGL) is a code company as it is listed on the New Zealand Stock Exchange. New Image Trustee Limited (NITL) currently holds equity securities in NIGL and has made or will make a full offer for all of the equity securities of NIGL (the offer).
Graeme Lindsay Clegg, Exotic-Corp Limited, and HWM (NZ) Holdings Limited (the specified shareholders) hold equity securities in NIGL. The specified shareholders are regarded as acting jointly or in concert with NIGL for the purposes of 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 disposing of equity securities in the target company to defeat its own offer. 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 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—