Takeovers Act 1993

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Version as at 5 May 2022

Takeovers Act 1993

Public Act		1993 No 107
Date of assent		28 September 1993
Commencement		see section 1

Note

The Parliamentary Counsel Office has made editorial and format changes to this version using the powers under subpart 2 of Part 3 of the Legislation Act 2019.

Note 4 at the end of this version provides a list of the amendments included in it.

This Act is administered by the Ministry of Business, Innovation, and Employment.

	Title [Repealed]
1	Short Title and commencement
2	Interpretation
2A	Meaning of code company
2AB	Extended meaning of code company for purpose of completing code-regulated transactions
2B	Transitional, savings, and related provisions
3	Act to bind the Crown
4	Object of this Act
	Part 1 Takeovers Panel
5	Establishment of Takeovers Panel
6	Membership of Panel
7	Associate members [Repealed]
7A	Panel may act by divisions
7B	Membership and chairperson of division
7C	Powers of division
8	Functions of Panel
9	Powers of Panel to take evidence [Repealed]
10	Provisions relating to certain proceedings before Panel [Repealed]
11	Protection from liability for Panel and members, officers, and employees
12	Meetings [Repealed]
13	Power to prohibit disclosure of information, documents, and evidence [Repealed]
14	Delegation
15	Powers [Repealed]
15A	Sharing of information and documents with FMA
15B	Sharing of information and documents with Commerce Commission
15C	Sharing of information and documents with licensed market operators
16	Annual reports [Repealed]
17	Annual fee in respect of funding of Panel
17A	Panel deemed to be public authority [Repealed]
18	Further provisions applying to Panel
	Part 2 Takeovers code
19	Power to make takeovers code
20	Objectives of takeovers code
21	Matters to be considered by Minister in making recommendations concerning takeovers code
22	Specific provisions applying to takeovers code
23	Takeovers code not to apply in certain cases
23A	Takeovers code does not apply where court order under section 236 of Companies Act 1993
24	Co-ordination with Australia
25	Minister to consult Panel
26	Panel to consult with Minister [Repealed]
27	Action taken by Takeover Panel Advisory Committee [Repealed]
28	Approval of takeovers code [Repealed]
29	Order in Council deemed to be regulation [Repealed]
30	Minister may request formulation of further takeovers code [Repealed]
31	Revocation of takeovers code [Repealed]
	Part 3 Investigation and enforcement
	Subpart 1—Investigation and enforcement by Panel
	Panel’s powers of inspection
31A	Power to inspect documents
31B	Power to request or approve Registrar or authorised person to inspect documents
31BA	Limits on exercise of power to inspect documents
31BB	Requirements for persons authorised to inspect documents
31C	Disclosure of information from inspection
31D	Powers not limited
31E	Non-disclosure of information from inspection
31EA	No privilege against self-incrimination
31EB	Protections from liability for persons exercising powers of inspection
	Offences [Repealed]
31F	Offences
	Appeals [Repealed]
31G	Rights of appeal
31H	Time for appeal
31I	Situation while appeal pending
31J	Determination of appeal
31K	Requirements where appeal allowed
	Panel’s powers for receiving evidence
31L	Who may receive evidence
31M	Admissibility of evidence
31MA	How evidence may be given
31N	Power to summon witnesses
31O	Witnesses’ expenses
	Exercise of inspection and evidence powers for overseas regulators
31P	Power of Panel to act on requests of overseas regulators
31Q	Panel’s consideration of requests
31R	Conditions that may be imposed on providing information to overseas regulators
31S	Undertakings to be obtained before providing certain information to overseas regulators
	Panel’s power to accept undertakings
31T	Panel may accept undertakings
31U	Enforcement of undertakings
	Proceedings before Panel
31V	Right to be heard and represented at proceedings before Panel
31W	Panel to hear proceedings in private
31X	Power to make confidentiality orders
	Enforcement of takeovers code by Panel
32	Panel’s powers in respect of compliance with takeovers code
33	Temporary restraining orders
33AA	Permanent compliance orders
	Miscellaneous provisions for investigation and enforcement by Panel
33A	Witnesses and counsel to have privileges of witnesses and counsel in court
33B	No privilege against self-incrimination
33C	Restrictions on use of self-incriminating statements obtained by summons
33D	Limitation on disclosure of information obtained in Panel’s operations
	Subpart 2—Enforcement by court
	Overview of enforcement powers and civil remedies
33E	Overview of enforcement powers and civil remedies
	Injunctions
33F	What court may injunct
33G	When court may grant injunctions and interim injunctions
33H	Undertaking as to damages not required by Panel
	Various civil remedy orders
33I	When court may make various civil remedy orders
33J	Terms of various civil remedy orders
	Compensatory orders
33K	When court may make compensatory orders
33L	Terms of compensatory orders
	Pecuniary penalty orders and declarations of contravention
33M	When court may make pecuniary penalty orders and declarations of contravention
33N	Purpose and effect of declarations of contravention
33O	What declarations of contravention must state
33P	Maximum amount of pecuniary penalty
33Q	Considerations for court in determining pecuniary penalty
33R	Court must order that recovery from pecuniary penalty be applied to Panel’s actual costs
	General
34	Court may make orders [Repealed]
35	Persons who may apply
36	Orders [Repealed]
37	Interim orders [Repealed]
38	Court may have regard to determinations and recommendations by Panel
39	Orders directing disposal of securities [Repealed]
40	Revocation, variation, and suspension of orders [Repealed]
41	Court may excuse contravention
42	Court may require person to give evidence or produce documents relating to interests in financial products
43	More than 1 civil remedy order may be made for same conduct
43A	Only 1 pecuniary penalty order may be made for same conduct
43B	Standard of proof for civil remedies
43C	Time limit for applying for civil remedies
	Subpart 3—Offences
	General offences
44	General offences
44A	Conviction of offence under section 44 excluded in certain cases
	False or misleading statement or information
44B	False or misleading statement or information
44C	Criminal liability for false or misleading statement or information
44D	Exception for disclosure by investment advisers or brokers [Repealed]
44E	Fair Trading Act 1986 excluded
	Subpart 4—Other court orders
	Management bans
44F	When court may make management banning orders
44G	Terms of management banning orders
44H	Offence of contravening management banning order
44I	Only 1 management banning order may be made for same conduct
44J	Persons automatically banned from management
44K	General provisions for bans and banning orders
	Orders to preserve assets to satisfy claims
44L	When court may prohibit payment or transfer of money, financial products, or other property
44M	What orders may be made
44N	Interim orders
44O	Relationship with other law
44P	Offence
	Subpart 5—General
44PA	Time limit for commencing proceedings for offence under section 44H, 44J, or 44P
44Q	Jurisdiction of courts in New Zealand
44R	Court may order payment of Panel’s costs
44S	Orders to secure compliance
44T	Giving notice of applications for court orders
44U	General provisions as to court’s orders
44V	Persons entitled to appear before court
44W	Knowledge of matters presumed if employee or agent knows matters
44X	No pecuniary penalty and fine for same conduct
	Part 4 Miscellaneous
	Exemptions and regulations
45	Panel may grant exemptions
45A	Variation and revocation of exemptions
46	Regulations
	Reimbursement of expenses incurred in connection with offer or takeover notice
47	Interpretation for sections 48 to 53
48	Reimbursement of directors
49	Reimbursement of target company
50	Determinations by Panel of amount to be reimbursed
51	Appeals against Panel’s determination
52	Enforcement of agreement of amount to be reimbursed
53	Enforcement of Panel’s order for payment of amount to be reimbursed
	Schedule 1AA Transitional, savings, and related provisions
	Schedule 1 Provisions applying to Takeovers Panel
	Takeovers Amendment Act 2002
	Takeovers Amendment Act 2006
	Notes

Title [Repealed]

Title: repealed, on 1 December 2002, by section 3 of the Takeovers Amendment Act 2002 (2002 No 45).

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Takeovers Act 1993

Takeovers Act 1993

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