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).

1 Title

2 Application

3 Expiry

4 Interpretation

5 Exemption from rule 6(1) of Code in respect of Glendinnings Trustee Company Limited

6 Exemption from rule 6(1) of Code in respect of continuing trustees

Notice

1 Title

This notice is the Takeovers Code (Speirs Group Limited) Exemption Notice 2011.

2 Application

This notice applies to acts or omissions occurring on or after 26 July 2011.

3 Expiry

This notice expires on the close of 30 November 2011.

4 Interpretation

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

Act means the Takeovers Act 1993

Code means the Takeovers Code under the Act

continuing trustees means Richard Nelson Speirs, Mary Glover Speirs, Susan Rose Le Moigne, and Robert Nelson Speirs as trustees of the R N Speirs Trusts
R N Speirs Trusts means the following:
- (a) the trust established by deed of trust dated 17 February 1976 known as the Nelson Speirs Charitable Trust; and
- (b) the trust established by deed of trust dated 19 November 1974 known as the R N Speirs No 3 Trust; and
- (c) the trust established by deed of trust dated 20 November 1974 known as the R N Speirs No 4 Trust; and
- (d) the trust established by deed of trust dated 18 September 1978 known as the R N Speirs No 5 Trust.
(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 Speirs Group Limited.

(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 from rule 6(1) of Code in respect of Glendinnings Trustee Company Limited

Glendinnings Trustee Company Limited is exempted from rule 6(1) of the Code in respect of an increase in its voting control as a result of its appointment as a trustee to the R N Speirs Trusts.

6 Exemption from rule 6(1) of Code in respect of continuing trustees

Each of the continuing trustees is exempted from rule 6(1) of the Code in respect of any increase in the continuing trustee's voting control as a result of the retirement of other trustees from the R N Speirs Trusts.

Dated at Auckland this 25th day of July 2011.

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

[Seal]

R A Coupe,
Member.

Statement of reasons

This notice applies to acts or omissions occurring on or after 26 July 2011 and expires on 30 November 2011.

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

Glendinnings Trustee Company Limited (Glendinnings), a professional trustee company, in respect of any increase in control of voting rights in the code company Speirs Group Limited (Speirs) resulting from its appointment as a trustee of the Nelson Speirs Charitable Trust, the R N Speirs No 3 Trust, the R N Speirs No 4 Trust, and the R N Speirs No 5 Trust (the R N Speirs Trusts); and
Richard Nelson Speirs, Mary Glover Speirs, Susan Rose Le Moigne, and Robert Nelson Speirs, as trustees of the R N Speirs Trusts (the continuing trustees) in respect of any increase in control of voting rights in Speirs resulting from the retirement of other trustees from the R N Speirs Trusts.

The R N Speirs Trusts comprise one charitable trust and three discretionary trusts for the benefit of Richard Nelson Speirs’ children. Some of the older trustees of the R N Speirs Trusts are retiring and each of the R N Speirs Trusts is proposing to appoint Glendinnings to replace the trustees that are resigning (the proposed appointment).

The trustees of the R N Speirs Trusts, together with Richard Nelson Speirs, hold or control in aggregate 22.7% of the voting rights in Speirs. Glendinnings would be deemed by rule 6(2)(b) of the Code to have become the holder or controller of 22.7% of the voting rights in Speirs by joining the other trustees of the R N Speirs Trusts as an associate in the holding or controlling of those voting rights.

The retirement of the trustees will result in a reduction of the number of trustees. By operation of rule 6(2)(c) of the Code, the continuing trustees will be deemed to have become the holders or controllers of an increased percentage of voting rights in Speirs for the purposes of rule 6(1) of the Code.

The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption to Glendinnings because—

the shareholders of Speirs will not be disadvantaged in not having the opportunity to vote on the proposed appointment as it will not have any real effect on those shareholders; and
the proposed appointment relates to a reorganisation of private family trusts and the Code is not intended to inhibit the restructuring of family trusts that has no effect on the shareholders of a Code company; and
the exemption avoids unnecessary compliance costs that would be incurred if it were not granted.

The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption to the continuing trustees because—

although the reduction in trustees will result in the continuing trustees each increasing the extent to which they share in the holding or controlling of voting rights in Speirs, there will be no effective change in the control of those voting rights; and
the shareholders of Speirs will not be disadvantaged in not having the opportunity to vote on the proposed appointment as it will not have any real effect on those shareholders; and
the exemption avoids unnecessary compliance costs that would be incurred if it were not granted.

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

Date of notification in Gazette: 4 August 2011.

1General
2Status of reprints
3How reprints are prepared
4Changes made under section 17C of the Acts and Regulations Publication Act 1989
5List of amendments incorporated in this reprint (most recent first)

Notes

1 General

This is a reprint of the Takeovers Code (Speirs Group Limited) Exemption Notice 2011. The reprint incorporates all the amendments to the notice as at 1 December 2011, as specified in the list of amendments at the end of these notes.

Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/reprints/ .

2 Status of reprints

Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared

A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989

Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:
- •omission of unnecessary referential words (such as “of this section” and “of this Act”)
- •typeface and type size (Times Roman, generally in 11.5 point)
- •layout of provisions, including:
  - •indentation
  - •position of section headings (eg, the number and heading now appear above the section)
- •format of definitions (eg, the defined term now appears in bold type, without quotation marks)
- •format of dates (eg, a date formerly expressed as “the 1st day of January 1999” is now expressed as “1 January 1999”)
- •position of the date of assent (it now appears on the front page of each Act)
- •punctuation (eg, colons are not used after definitions)
- •Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly
- •case and appearance of letters and words, including:
  - •format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)
  - •small capital letters in section and subsection references are now capital letters
- •schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly
- •running heads (the information that appears at the top of each page)
- •format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)

Takeovers Code (Speirs Group Limited) Exemption Notice 2011 (SR 2011/263): clause 3

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Takeovers Code (Speirs Group Limited) Exemption Notice 2011