Takeovers Code (Open Country Dairy Limited) Exemption Notice 2012

  • expired
  • Takeovers Code (Open Country Dairy Limited) Exemption Notice 2012: expired, on 1 January 2013, by clause 3.
4 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    Act means the Takeovers Act 1993

    allotment period means the period starting on the date of the meeting and ending on the date of the last allotment under a specified transaction

    calculation date means the date, identified in the notice of meeting, used for determining the number and percentages of voting securities disclosed in the notice of meeting

    Code means the Takeovers Code under the Act

    meeting means the meeting of OCD shareholders that is to be held on or about 7 March 2012 to consider, among other things, whether or not to approve, for the purposes of rule 7(d) of the Code,—

    • (a) the allotment of voting securities to Olam under the rights offer; and

    • (b) the allotment of voting securities to Olam under the Olam OIO share placement; and

    • (c) the allotment of voting securities to Olam under the residual share placement

    notice of meeting means the notice of meeting (including explanatory materials) that is to be sent to OCD shareholders in respect of the meeting

    OCD means Open Country Dairy Limited

    Olam means Olam International Limited, a company incorporated in Singapore

    Olam OIO share placement means the allotment of up to a maximum of 3 809 634 voting securities to Olam if Olam is unable to take up its full pro rata entitlement under the rights offer due to Overseas Investment Act 2005 restrictions

    residual share placement means the allotment, to be approved by unanimous agreement of the directors of OCD, of voting securities to shareholders or other persons in a number equal to the number of voting securities not taken up under the rights offer, less any voting securities allotted in the Olam OIO share placement

    rights offer means the pro rata rights offer to existing shareholders of OCD to be conducted prior to the specified transactions

    specified transaction means either or both of the following:

    • (a) the Olam OIO share placement:

    • (b) the residual share placement

    voting security means a voting security in OCD.

    (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 the voting rights in OCD.

    (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.