 |
||||
|
             |
|
 |
|
|
||||
 |
||||
|
||||
|
This unofficial version of the Takeovers Code includes the amendments made by the Takeovers Code Approval Amendment Regulations 2007. The Code as amended came into force on 1 July 2007. Schedule 1
|
||||
|
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
|
11.
12.
13.
14.
15.
16.
17.
18.
19.
|
Date
The date of the offer.
The date of the offer.
Offeror and its directors
(1)
The name and address of the offeror.
(2)
The names of every director of the offeror (if the offeror is not an individual).
Target company
The name of the target company.
The name of the target company.
Advice statement
A statement in the following form, to be set out in a prominent position at the front of the offer document:
A statement in the following form, to be set out in a prominent position at the front of the offer document:
"IMPORTANT
If you are in doubt as to any aspect of this offer, you should consult your financial or legal adviser.
If you have sold all your shares in [name of target company] to which this offer applies, you should immediately hand this offer document and the accompanying acceptance form to the purchaser or the agent (eg the broker) through whom the sale was made, to be passed to the purchaser.
[Name of target company]'s target company statement, together with an independent adviser's report on the merits of this offer [and another independent adviser's report on the fairness and reasonableness of the consideration and terms of this offer as between classes of securities]* either accompanies this offer or will be sent to you within 14 days and should be read in conjunction with this offer.
*omit if rule 22 report not required
Offer terms
All the terms and conditions of the offer.
All the terms and conditions of the offer.
Ownership of equity securities of target company
(1)
A statement of the number, designation, and percentage of equity securities of any class of the target company held or controlled by-
(a)
the offeror; and
(b)
any related company of the offeror; and
(c)
any person acting jointly or in concert with the offeror; and
(d)
any director of any of the persons described in paragraphs (a) to (c); and
(e)
any other person holding or controlling 5% or more of the class, to the knowledge of the offeror.
(2)
A statement that except for those persons who are specified in the statement made under subclause (1) as holding or controlling equity securities of the target company, no person referred to in clause 6(1)(a) to (d) holds or controls equity securities of the target company.
Trading in target company equity securities
(1)
If any of the persons referred to in clause 6(1)(a) to (d) has, during the 6-month period referred to in subclause (3), acquired or disposed of any equity securities of the target company, in respect of each such person-
(a)
the total number and the designation of each class of the equity securities acquired or disposed of; and
(b)
in the case of a single transaction on any day to which this subclause applies, the number of securities, the consideration per security, and the date of the transaction; and
(c)
in the case of multiple transactions on any day to which this subclause applies, the total number of securities acquired or disposed of on that day, in each class, and the weighted average consideration per security per class.
(2)
If no person referred to in clause 6(1)(a) to (d) has, during the 6-month period referred to in subclause (3), acquired or disposed of any equity securities of the target company, a statement to that effect.
(3)
The 6-month period referred to in subclauses (1) and (2) is,-
(a)
if the information is specified under rule 41, the 6-month period before the date of the takeover notice:
(b)
if the information is specified under rule 44, the 6-month period before the date of the offer.
Agreements to accept offer
The names of any person who has agreed conditionally or unconditionally to accept the offer and the material terms of the agreement.
The names of any person who has agreed conditionally or unconditionally to accept the offer and the material terms of the agreement.
Arrangements to pay consideration
(1)
Confirmation by the offeror that resources will be available to the offeror sufficient to meet the consideration to be provided on full acceptance of the offer and to pay any debts incurred in connection with the offer (including the debts arising under rule 49).
(2)
A statement setting out the rights of the offeree under rule 34.
Arrangements between offeror and target company
Particulars of any agreement or arrangement (whether legally enforceable or not) made, or proposed to be made, between the offeror or any associates of the offeror, and the target company or any related company of the target company, in connection with, in anticipation of, or in response to, the offer.
Particulars of any agreement or arrangement (whether legally enforceable or not) made, or proposed to be made, between the offeror or any associates of the offeror, and the target company or any related company of the target company, in connection with, in anticipation of, or in response to, the offer.
Arrangements between offeror, and directors and officers of target company
Particulars of any agreement or arrangement (whether legally enforceable or not) made, or proposed to be made, between the offeror or any associates of the offeror, and any of the directors or senior officers of the target company or of any related company of the target company (including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office, or as to their remaining in or retiring from office) in connection with, in anticipation of, or in response to, the offer.
Particulars of any agreement or arrangement (whether legally enforceable or not) made, or proposed to be made, between the offeror or any associates of the offeror, and any of the directors or senior officers of the target company or of any related company of the target company (including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office, or as to their remaining in or retiring from office) in connection with, in anticipation of, or in response to, the offer.
Financial assistance
Particulars of any agreement or arrangement made, or proposed to be made, under which the target company or any related company of the target company will give (directly or indirectly) financial assistance for the purpose of, or in connection with, the offer.
Particulars of any agreement or arrangement made, or proposed to be made, under which the target company or any related company of the target company will give (directly or indirectly) financial assistance for the purpose of, or in connection with, the offer.
Revoked.
Likelihood of changes in target company
(1)
A statement as to the general nature of any material changes likely to be made by the offeror in respect of the business activities of the target company and its subsidiaries.
(2)
Subclause (1) does not apply if-
(a)
the offer is a full offer conditional on the offeror receiving acceptances that will result in the offeror being required to give an acquisition notice under rule 54; and
(b)
the condition cannot be waived or varied.
Pre-emption clauses in target company's constitution
(1)
Particulars of any restriction on the right to transfer equity securities to which the offer relates that-
(a)
is contained in the constitution of the target company; and
(b)
has the effect of requiring the holders of the securities to offer the securities for purchase to members of the target company or to any other person before transferring the securities.
(2)
If there is any such restriction, the arrangements (if any) being made to enable the securities to be transferred.
Escalation clauses
Particulars of any agreement or arrangement (whether legally enforceable or not) under which-
Particulars of any agreement or arrangement (whether legally enforceable or not) under which-
(a)
any existing holder of equity securities in the target company will or may receive in relation to, or as a consequence of, the offer any additional consideration or other benefit over and above the consideration set out in the offer; or
(b)
any prior holder of equity securities in the target company will or may receive any consideration or other benefit as a consequence of the offer.
Classes of securities
If the offer is for more than 1 class of securities,-
If the offer is for more than 1 class of securities,-
(a)
a statement as to how the consideration and terms offered for each class of securities have been calculated to be fair and reasonable in compliance with rule 8(3) or 8(4) or 9(5), whichever applies; and
(b)
a statement that-
(i)
the offeror has obtained a report by [name of independent adviser] concerning the fairness and reasonableness of the consideration and terms of the offer in relation to the different classes of securities; and
(ii)
the report will be sent to offerees with the target company statement; and
(iii)
the offer should be read in conjunction with the report and with the report obtained by the target company on the merits of the offer.
(2)
If the offer is for only 1 class of securities, the following statement:
No report is required under rule 22 of the Takeovers Code (which, if the offer is for more than 1 class of securities, requires a report by an independent adviser on the fairness and reasonableness of the consideration and terms of the offer as between different classes of securities).
No report is required under rule 22 of the Takeovers Code (which, if the offer is for more than 1 class of securities, requires a report by an independent adviser on the fairness and reasonableness of the consideration and terms of the offer as between different classes of securities).
Revoked
Certificate
(1)
A certificate in the following form signed by the persons specified in subclause (2):
"To the best of our knowledge and belief, after making proper enquiry, the information contained in or accompanying the takeover notice or the offer document* [*omit whichever does not apply] is, in all material respects, true and correct and not misleading, whether by omission of any information or otherwise, and includes all the information required to be disclosed by the offeror under the Takeovers Code."
"To the best of our knowledge and belief, after making proper enquiry, the information contained in or accompanying the takeover notice or the offer document* [*omit whichever does not apply] is, in all material respects, true and correct and not misleading, whether by omission of any information or otherwise, and includes all the information required to be disclosed by the offeror under the Takeovers Code."
(2)
The persons referred to in subclause (1) are,-
(a)
if the offeror is an individual, the offeror or the offeror's agent authorised in writing; or
(b)
if the offeror is not an individual,-
(i)
the chief executive officer and the chief financial officer of the offeror, or their respective agents authorised in writing, or, if there is no chief executive officer or chief financial officer, the person or persons fulfilling those roles respectively, or their respective agents authorised in writing; and
(ii)
2 directors of the offeror (or the sole director of the offeror), not being the chief executive officer or the chief financial officer unless there is an insufficient number of other directors who must sign on behalf of the board of directors with the authority of a resolution of the board of directors.
Home | Who we are | What's new | Takeovers Code | Legislation | Decisions | Exemptions
Publications | Articles | Site map | Search | Contact | Accessibility | Disclaimer | Privacy | Copyright | newzealand.govt.nz