Dated at Auckland this 3rd day of May 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 3 May 2013 and is revoked on 30 November 2013.
The Takeovers Panel (the Panel) has granted exemptions for—
SuperLife Investments Limited (SuperLife) from rule 7(d) of the Code to the extent that rule 7(d) requires the notice of meeting to comply with rule 16(b) of the Code in respect of any increase in SuperLife’s voting control in Wellington Drive Technologies Limited (Wellington Drive) as a result of an allotment of 8,000,000 voting securities in Wellington Drive (the SuperLife allotment); and
Wellington Drive from rule 16(b) of the Code in respect of that notice of meeting.
Wellington Drive and SuperLife entered into a subscription agreement on 11 March 2013 that has resulted in—
SuperLife subscribing for 3,076,923 shares in Wellington Drive at $0.13 per share on 14 March 2013; and
the SuperLife allotment, subject to shareholder approval.
SuperLife and its associates currently hold or control 17.35% of the voting rights in Wellington Drive (including the shares issued on 14 March 2013). The proposed SuperLife allotment is likely to increase SuperLife’s holding of voting rights in Wellington Drive to approximately 22%.
As part of Wellington Drive’s capital-raising programme, it also proposes to make other allotments of ordinary shares to 3 shareholders and members of the Wellington Drive board and management (the other allotments). Shareholder approval is being sought for each of the other allotments at Wellington Drive’s meeting. None of the other allotments requires shareholder approval for the purposes of the Code.
The SuperLife allotment and the other allotments are not conditional upon each other or upon shareholder approvals being obtained for the other allotments.
Wellington Drive launched a share purchase plan in March 2013 under which each New Zealand registered shareholder may subscribe for up to $15,000 of shares (the share purchase plan). The share purchase plan closes prior to the issue of the notice of meeting to approve the allotments, but the shares are likely to be allotted under the share purchase plan after the notice of meeting is sent to shareholders.
Wellington Drive cannot rely on the class exemption from rule 16(b) under clause 10A of the Takeovers Code (Class Exemptions) Notice (No 2) 2001 because the SuperLife allotment is not a specified transaction as defined in clause 10A(4).
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemptions because—
the details required by rule 16(b) cannot be specified in the notice of meeting because it is not certain when, and how many, other allotment shares will be allotted; and
all non-associated shareholders will have an opportunity to vote on the potential allotment of voting securities to SuperLife; and
if the non-associated shareholders approve the potential maximum proportional allotment of shares to SuperLife, then, by implication, the shareholders also approve the allotment of a lesser proportion of shares to SuperLife.