Statement of reasons

This notice applies to acts or omissions occurring on or after 1 July 2002 and expires on 30 June 2009.

The Takeovers Panel (the Panel) has granted retrospective exemptions from rule 6(1) of the Takeovers Code (the Code) to—

• each member of the Speirs family listed in the first column of the Schedule in respect of any increase in that person's voting control as a result of each acquisition of shares in Speirs Group Limited set out opposite to that person's name in the second column of the Schedule:

• Rebecca Speirs in respect of a transfer of Speirs Group Limited shares to her and David John Speirs, in their capacity as trustees, on 1 June 2004:

• Kate Unsworth Speirs in respect of transfers of Speirs Group Limited shares to her on 24 March 2006 and 24 July 2008:

• James Patterson Speirs in respect of transfers of Speirs Group Limited shares to him by Donald Patterson Speirs on 24 July 2008.

Between June 2002 and August 2008 a number of transactions occurred that resulted in members of the Speirs family increasing their control percentage in Speirs Group Limited. These transactions included the acquisition of voting securities on-market, the transfer of voting securities from individuals to a family trust, and intra-family transfers.

At the time of the transactions (both before and after) Richard Nelson Speirs and Donald Patterson Speirs each held, either individually or together, more than 20% of the total voting rights in Speirs Group Limited.

It is accepted that there are grounds on which it could be asserted that 1 or more of the Speirs family members involved in the transactions were associates of each other for the purposes of the Code at the time of the transactions.

On 30 January 2009, Richard Nelson Speirs and Donald Patterson Speirs each provided an enforceable undertaking to the Panel that—

• each of them, together with the other, would, between them, dispose of to 1 or more persons (each a third party) who is not an associate (as that term is defined in the Code) of any family member listed in the Schedule of the undertaking, 66,002 shares in Speirs Group Limited (the subject shares) on or before 31 March 2009:

• pending completion of the disposition of the legal title to all the subject shares to a third party under the undertaking, each of them, together with the other, would, between them, not exercise the voting rights attaching to 66,002 Speirs Group Limited shares or appoint any proxy in respect of 66,002 Speirs Group Limited shares:

• within 48 hours of completion of the disposition of the subject shares in accordance with the undertaking, each of them, together with the other, would provide the Panel with written notification of the following particulars of that disposition:

  • the number of Speirs Group Limited shares disposed of:

  • the identity of any third party to whom any of the subject shares are transferred (if known):

  • the consideration for the disposition of any of the subject shares to any third party (if any):

  • the particulars of any agreements between a third party and the person disposing of the subject shares in relation to the transaction:

• each of them, together with the other, would make an announcement to New Zealand Stock Exchange Limited by 31 January 2009, in a form approved by the Panel, explaining the circumstances of the transactions, and the undertaking given to the Panel.

The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemptions to the Speirs family members named in the Schedule because—

• the Panel has accepted enforceable undertakings from Richard Nelson Speirs and Donald Patterson Speirs under which they have undertaken that they will dispose of a number of securities equivalent to the total number acquired by the exempted persons in apparent breach of the Code. Under the undertakings, the securities must be disposed of to persons not associated with any of the exempted persons:

• it is a condition of the exemption that the enforceable undertakings must be complied with:

• the apparent breaches of the Code appear to have been inadvertent.

The Panel considers that it is appropriate and consistent with the objectives of the Code to grant each of the exemptions to Rebecca Speirs, Kate Unsworth Speirs, and James Patterson Speirs because—

• the shareholders of the company are not disadvantaged by not being able to vote on the transfers because the transfers were intra-family transfers that did not increase the overall holdings of the Speirs family in Speirs Group Limited and were of a nature that the Panel would have exempted from rule 6, without the requirement of shareholder approval, had such an exemption been applied for prior to the transfer:

• the apparent breaches of the Code appear to have been inadvertent.