Takeovers Code (Rangatira Limited) Exemption Notice 2009

	TAKEOVERS CODE (RANGATIRA LIMITED) EXEMPTION NOTICE 2009

2009

Takeovers Code (Rangatira Limited) Exemption Notice 2009

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).

Title
Application
Expiry
Interpretation
Exemption from rule 6(1) of Code

Notice

Title
This notice is the Takeovers Code (Rangatira Limited) Exemption Notice 2009.

Application
This notice applies to acts or omissions occurring on or after 3 October 2007.

Expiry
This notice expires on the close of 4 September 2009.

Interpretation

(1)

In this notice, unless the context otherwise requires,-

Act means the Takeovers Act 1993

Code means the Takeovers Code under the Act

(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 6(1) of Code
Peter Howard McKenzie is exempted from rule 6(1) of the Code in respect of him becoming the holder or controller of an increased percentage of the voting rights in Rangatira Limited as a result of his appointment as attorney for Shirley Elizabeth McKenzie under an enduring power of attorney granted on 3 October 2007.

Dated at Auckland this 31st day of August 2009.

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

David Jones
Chairman

Statement of reasons

This notice applies to acts or omissions occurring on and after 3 October 2007 and expires on 4 September 2009.

The notice relates to an increase in the percentage of voting rights held or controlled by Peter Howard McKenzie in the A shares of Rangatira Limited (the Rangatira shares). Peter McKenzie controls (either personally, or as an executor and a trustee) over 20% of the voting rights in the Rangatira shares. On 3 October 2007, he was granted an enduring power of attorney over the whole of the property of his mother, Shirley Elizabeth McKenzie. The grant took effect immediately, Shirley McKenzie holds 3.6% of the voting rights in the Rangatira shares. As a result of the grant of the power or attorney, Peter McKenzie gained effective control of those voting rights in addition to those he already controlled.

The Takeovers Panel considers that granting the exemption is appropriate and consistent with the objectives of the Code for the following reasons:

the shareholders of Rangitira were not disadvantaged by not having the opportunity to vote on the increase in voting control by Peter McKenzie that resulted from his appointment as attorney under the enduring power of attorney, because his appointment did not have any real effect on those shareholders:
the appointment of Peter McKenzie as attorney related to the protection and management of family property under the Protection of Personal and Property Rights Act 1988. The appointment is of a close family member. An appointment in these circumstances is analogous to clauses 13 and 22 of the Takeovers Code (Class Exemptions) Notice (N0 2) 2001 (which exempt increases in voting rights that are obtained, respectively, by virtue of being appointed to be a proxy to vote at a shareholder meeting, and by inheritance under a will or on an intestacy):
37.9% of the voting rights in the Rangitira shares is held or controlled, in aggregate, by a group of individuals comprising members of the McKenzie family and other persons who, jointly with McKenzie family members, are trustees of trusts. Any further increase in the voting control of any member of that group would have to be undertaken in compliance with the Code, because of the member's likely status as an associate for the purposes of the Code:
the grant of the enduring power of attorney did not result in any increase in the aggregate control of voting rights in the Rangatira shares by that group of shareholders:
the breach of the Code appears to have been inadvertent.

Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette:
This notice is administered by the Takeovers Panel.