Statement of reasons

This notice applies to acts or omissions occurring on or after 11 January 2013 and expires on 31 December 2013.

The Takeovers Panel (the Panel) has granted an exemption from rule 6(1)(b) of the Takeovers Code (the Code) for Australasian Equity Partners Fund No. 1 LP (AEP) in respect of any increase in AEP’s voting control of Equity Partners Infrastructure Company No. 1 Limited (EPIC) resulting from an increase in its shareholding in Pyne Gould Corporation Limited (PGC) as a consequence of acceptances under AEP’s full takeover offer for PGC.

PGC is a code company and controls 26.97% of the voting rights in EPIC through various associates. EPIC is an unlisted code company.

AEP holds 76.77% of the voting rights in PGC.

AEP is proposing to make a full takeover offer for the remaining voting securities in PGC that it does not hold. AEP may be treated, under rule 6(2)(c) of the Code, as having become the controller of an increased percentage of voting rights in EPIC as a result of acceptances under its takeover offer for voting securities in PGC.

The Panel has also granted an exemption from rule 6(1)(b) of the Code for AEP in respect of any increase in AEP’s voting control of EPIC resulting from a compulsory acquisition of equity securities in PGC under Part 7 of the Code if, immediately after the acquisition of equity securities under the takeover offer, AEP is the dominant owner of PGC.

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

• any increase in the percentage of voting rights in EPIC that are held or controlled by AEP would be a consequence of a takeover of PGC by AEP; and

• gaining control of voting rights in EPIC is not a significant purpose of the takeover offer; and

• the exemptions are consistent with the Panel’s policy for exemptions in respect of upstream acquisitions.