Takeovers Code (Wellington Drive Technologies Limited) Exemption Notice 2013

  • revoked
  • Takeovers Code (Wellington Drive Technologies Limited) Exemption Notice 2013: revoked, on 1 December 2013, by clause 3.

Reprint
as at 1 December 2013

Coat of Arms of New Zealand

Takeovers Code (Wellington Drive Technologies Limited) Exemption Notice 2013

(SR 2013/149)

  • Takeovers Code (Wellington Drive Technologies Limited) Exemption Notice 2013: revoked, on 1 December 2013, by clause 3.


Note

Changes authorised by subpart 2 of Part 2 of the Legislation Act 2012 have been made in this reprint.

Note 4 at the end of this reprint provides a list of the amendments incorporated.

This notice is administered by the Takeovers Panel.


Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

Notice

1 Title
  • This notice is the Takeovers Code (Wellington Drive Technologies Limited) Exemption Notice 2013.

2 Application
  • This notice applies to acts or omissions occurring on or after 3 May 2013.

3 Revocation
  • This notice is revoked on the close of 30 November 2013.

4 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    Act means the Takeovers Act 1993

    allotment means an allotment of 8 million voting securities to SuperLife by Wellington Drive

    Code means the Takeovers Code under the Act

    notice of meeting means the notice of meeting of the shareholders of Wellington Drive that contains the proposed resolution to approve the allotment

    other placement shares means the proposed allotment of voting securities by Wellington Drive to Harbour Asset Management Limited, Accident Compensation Corporation, Meta Capital Limited, and members of the board of directors and management of Wellington Drive

    shareholder purchase plan means Wellington Drive’s share purchase plan dated 12 April 2013 under which each Wellington Drive shareholder with a New Zealand address on Wellington Drive’s share register was offered up to $15,000 of voting securities at $0.13 per voting security with a cap on the shareholder purchase plan of $1 million

    SuperLife means SuperLife Investments Limited

    voting security means a voting security in Wellington Drive

    Wellington Drive means Wellington Drive Technologies Limited.

    (2) In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of voting rights in Wellington Drive.

    (3) Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.

5 Exemption for SuperLife from rule 7(d) of Code in respect of notice of meeting
  • SuperLife is exempted 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 an increase in SuperLife’s voting control as a result of the allotment.

6 Exemption for Wellington Drive from rule 16(b) of Code in respect of notice of meeting
  • Wellington Drive is exempted from rule 16(b) of the Code relating to the notice of meeting in respect of an increase in SuperLife’s voting control as a result of the allotment.

7 Conditions of exemptions
  • The exemptions in clauses 5 and 6 are subject to the following conditions:

    • (a) the notice of meeting must contain, or be accompanied by,—

      • (i) the following particulars of the voting securities under the allotment:

        • (A) the maximum number of voting securities that could be allotted to SuperLife:

        • (B) that number expressed as a percentage of all voting securities on issue on completion of the allotment:

        • (C) the potential maximum percentage of all voting securities on issue that could be held or controlled by SuperLife on completion of the allotment:

        • (D) the maximum percentage of all voting securities on issue that SuperLife, and all of SuperLife’s associates, could hold or control in aggregate on completion of the allotment; and

      • (ii) a statement, in addition to the statement required by rule 16(f) of the Code, that the disclosures made in the notice of meeting have been modified in reliance on these exemptions; and

      • (iii) a statement setting out the assumptions on which the particulars referred to in paragraph (a)(i) are based, which must include the assumptions referred to in paragraph (b); and

      • (iv) full particulars of the allotment; and

      • (v) a summary of the terms and conditions of these exemptions; and

      • (vi) a disclaimer, included in a prominent place, stating that, by exempting SuperLife from rule 7(d) of the Code and Wellington Drive from rule 16(b) of the Code, the Panel is—

        • (A) neither endorsing nor supporting the accuracy or reliability of the contents of the notice of meeting; and

        • (B) not implying that it has a view on the merits of the proposed allotment of voting securities to SuperLife:

    • (b) the particulars for the purposes of paragraph (a)(i) must be calculated on the basis of the following assumptions:

      • (i) the number of voting securities on issue immediately prior to the completion of the allotment is the number of voting securities on issue on the date of the notice of meeting:

      • (ii) there is no change in the total number of voting securities on issue, other than as a result of completion of the allotment:

      • (iii) all the voting securities under the allotment are allotted:

      • (iv) none of the other placement shares are issued:

      • (v) no voting securities are allotted under the share purchase plan, other than to SuperLife and its associates, who each take up their maximum entitlement under the share purchase plan:

      • (vi) all other assumptions are included in the calculation that are reasonably necessary to ensure that the shareholders of Wellington Drive are provided with the material information required for them to be able to determine whether to approve the resolution:

    • (c) prior to the date of the allotment there must be no change in control of SuperLife that results in another person becoming the holder or controller of an increased percentage of voting rights in Wellington Drive.

Dated at Auckland this 3rd day of May 2013.

The Common Seal of the Takeovers Panel was affixed in the presence of:

[Seal]

D O Jones,
Chairperson.


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.


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 16 May 2013.


Reprints notes
1 General
  • This is a reprint of the Takeovers Code (Wellington Drive Technologies Limited) Exemption Notice 2013 that incorporates all the amendments to that notice as at the date of the last amendment to it.

2 Legal status
  • Reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by any amendments to that enactment. Section 18 of the Legislation Act 2012 provides that this reprint, published in electronic form, will have the status of an official version once issued by the Chief Parliamentary Counsel under section 17(1) of that Act.

3 Editorial and format changes
4 Amendments incorporated in this reprint
  • Takeovers Code (Wellington Drive Technologies Limited) Exemption Notice 2013 (SR 2013/149): clause 3