2008/245
Takeovers Code (Mr Chips Holdings Limited) Exemption Notice 2008
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).
Contents
Notice
Title
This notice is the Takeovers Code (Mr Chips Holdings Limited) Exemption Notice 2008.
Application
This notice applies to acts or omissions occurring on or after 31 July 2008.
Expiry
This notice expires on the close of 31 December 2008.
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
significant shareholders means-
(a)
Sinclair Long Term Holdings Limited; and
(b)
Balle Bros Group Limited; and
(c)
Anglesea Consulting Limited; and
(d)
Trevor Good; and
(e)
Jeanette Good; and
(f)
Jon Davison; and
(g)
Graeme Edwards and Graeme Ramsey as the trustees of the G Edwards Family Trust (established by deed of trust dated 17 June 1987); and
(h)
Carol Edwards and Graeme Ramsey as the trustees of the C Edwards Family Trust (established by deed of trust dated 17 June 1987)
Simplot offer means a takeover offer made or to be made by Simplot Mr Chips Limited for all of the equity securities in Mr Chips Holdings Limited as described in the notice of takeover dated 11 July 2008.
(2)
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.
Exemption from rule 35 of Code
The significant shareholders are exempted from rule 35 of the Code in respect of the Simplot offer.
Condition of exemption
The exemption in clause 5 is subject to the condition that none of Simplot Mr Chips Limited, any of the significant shareholders, or any other person acting jointly or in concert with any of them, disposes of any equity securities in Mr Chips Holdings Limited during the offer period, other than to-
(a)
Simplot Mr Chips Limited under the Simplot offer; or
(b)
an offeror under another offer that is made under the Code.
Dated at Wellington this 5th day of August 2008.
The Common Seal of the Takeovers Panel was affixed in the presence of:
Statement of reasons
This notice applies to acts or omissions occurring on or after 31 July 2008 and expires on 31 December 2008.
Mr.Chips Holdings Limited (Mr Chips) is a code company. Simplot Mr Chips Limited has given notice of its intention to make a full offer for all of the equity securities of Mr Chips (the Simplot offer). Simplot Mr Chips Limited is indirectly wholly owned by J R Simplot Company, an Idaho-based conglomerate primarily involved in agribusiness.
Sinclair Long Term Holdings Limited, Balle Bros Group Limited, Anglesea Consulting Limited, Trevor and Jeanette Good, Jon Davidson, Graeme Edwards and Graeme Ramsey (as the trustees of the G Edwards Family Trust), and Carol Edwards and Graeme Ramsey (as the trustees of the C Edwards Family Trust) are shareholders of Mr Chips (the significant shareholders) and each of them holds equity securities in Mr Chips. It is proposed that each of them will be allotted shares in Simplot Mr Chips Limited. The significant shareholders have entered into a shareholders' agreement with each other and Simplot Mr Chips Limited.
The significant shareholders are acting jointly or in concert with Simplot Mr Chips Limited for the purposes of making the Simplot offer. Rule 35 of the Takeovers Code (the Code) prevents them from accepting the Simplot offer.
Rule 35 of the Code is intended to prevent an offeror, or persons acting jointly or in concert with an offeror, from selling shares in the target company to defeat its own offer. However, rule 35 also prevents persons who are acting jointly or in concert with an offeror from accepting the offer made by that offeror in respect of any securities that they hold in the target company.
The Takeovers Panel (the Panel) has granted an exemption from rule 35 of the Code to enable each of the significant shareholders to accept the Simplot offer.
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemptions because-
- it would avoid an unintended consequence of the Code; and
- it would not disadvantage other shareholders or prevent them from deciding the merits of the offer for themselves.
Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette: 7 August 2008
This notice is administered by the Takeovers Panel.
