Independent Adviser(s): KordaMentha (Rule 18)

Company Meeting Date: 21/10/2010

AMP NZ Office Trust (“ANZO”) was a unit trust and listed commercial office property investment vehicle. On 26 February 2010, ANZO proposed significant changes to its governance and control structure, including a transition to a company structure (the “proposed corporatisation”).

 

Under the terms of the proposed corporatisation, all of ANZO’s assets, liabilities and business would be transferred to a new company (“NewCo”). Nearly all unit holders (excluding units held in certain offshore jurisdictions) would exchange their units in ANZO for shares in NewCo while retaining effectively the same underlying economic interest in ANZO’s assets.

 

ANZO was managed by AMP Haumi Management Limited (the “manager”) under the terms of a trust deed. Haumi (NZ) Limited Partnership (“HNZLP”) and AMP Capital Investors (New Zealand) Limited (“AMPCI”) were both associated parties of the manager and held or controlled stakes in ANZO of 19.9% and 1.35% respectively.

 

If the proposed corporatisation was implemented, NewCo would become a Code company. HNZLP and AMPCI (the “associated parties”) would jointly control 21.34% of NewCo, and potentially breach rule 6(1) of the Code. As such, the Panel granted the manager and its associates an exemption from rule 6(1), subject to certain conditions, including that ANZO obtain unit holder approval for the proposed corporatisation and that it obtain an independent adviser’s report on the merits of the proposed corporatisation. The Panel also granted a number of other exemptions to allow the proposed corporatisation to be effected.

 

On 21 October 2010, ANZO unit holders voted in favour of the proposed corporatisation. KordaMentha prepared an independent adviser’s report on the merits of the proposed corporatisation, pursuant to the exemption granted by the Panel.