Notice

1	Title This notice is the Takeovers Code (Westgate Power Centre Limited) Exemption Notice 2009.
2	Application This notice applies to acts or omissions occurring on or after 23 August 2002.
3	Expiry
	This notice expires on the close of 31 May 2009.
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 MG Heritage Trust means the trust to be established by deed of trust before 1 June 2009 with Bryce Gordon Donne and Tracey Lancelot Goodin as trustees and the children and grandchildren of Mark Gunton as primary beneficiaries and known as the Mark Gunton Heritage Trust MG Trust means the trust known as the Mark Gunton Trust, established by deed of trust dated 24 May 1990.
(2)	In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in Westgate Power Centre Limited.
(3)	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.
5	Exemption from rule 6(1) of Code for Neilson Murdoch Harris Neilson Murdoch Harris is exempted from rule 6(1) of the Code in respect of any increase in his voting control resulting from his appointment as a trustee of the MG Trust on 23 August 2002.
6	Exemption from rule 6(1) of Code for Tracey Lancelot Goodin Tracey Lancelot Goodin is exempted from rule 6(1) of the Code in respect of any increase in his voting control resulting from his appointment as a trustee of the MG Heritage Trust.

Dated at Auckland this 1^st day of April 2009.

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

This notice applies to acts or omissions occurring on or after 23 August 2002 and expires on 31 May 2009.

Westgate Power Centre Limited (Westgate) is a code company within the meaning of the Takeovers Code (the Code) as it has more than 50 shareholders. New Zealand Retail Property Group Limited (NZRPG) holds approximately 75% of the total voting rights in Westgate. The trustees of the Mark Gunton Trust (the MG Trust) hold approximately 87% of the shares in NZRPG. Accordingly, the trustees of the MG Trust control more than 20% of the total voting rights in Westgate, and any person that is appointed as a trustee of the MG Trust would become the controller of voting rights in Westgate (by joining the existing trustees as an associate in the control of those voting rights).

Appointment of Neilson Murdoch Harris as trustee of MG Trust on 23 August 2002
On 23 August 2002, Neilson Murdoch Harris was appointed as a trustee of the MG Trust. Upon his appointment, Mr Harris joined the remaining trustee, Bryce Gordon Donne, and the settlor, Mark Gunton, in the controlling of voting rights in Westgate. Shareholder approval was not obtained under rule 7(c) of the Code. Accordingly, it appears that Mr Harris may not have complied with the Code.

The Takeovers Panel (the Panel) has granted a retrospective exemption from rule 6(1) of the Code to Mr Harris in respect of any increase in his control of voting rights in Westgate as a result of his appointment as a trustee of the MG Trust on 23 August 2002.

The Panel considers that the exemption is appropriate and consistent with the objectives of the Code because-

• any breach of the Code appears to have been inadvertent:
• the shareholders of Westgate were not disadvantaged in not having the opportunity to vote on Mr Harris' appointment as trustee of the MG Trust, as it would not have had any real effect on those shareholders:
• the appointment related to a reorganisation of a private family trust, and the Code is not intended to inhibit the restructuring of family trusts that have no real effect on the shareholders of a code company:
• the exemption avoids unnecessary compliance costs that would be incurred if it were not granted.

Resettlement of MG Trust

The MG Trust has decided to resettle various assets upon the Mark Gunton Heritage Trust (the MG Heritage Trust), the beneficiaries of which are in all material respects the same as those of the MG Trust (the resettlement), The settlor of the MG Trust, Mark Gunton, has decided to appoint Bryce Gordon Donne (an existing trustee of the MG Trust) and Tracey Lancelot Goodin as trustees of the MG Heritage Trust. As part of the resettlement, the shares that are jointly held by the trustees of the MG Trust (currently Mr Donne and Mr Harris) are to be transferred to Mr Donne and Mr Goodin (jointly) in their capacity as trustees. Accordingly, following the resettlement, Mr Goodin would join Mr Donne and Mr Gunton in the controlling of voting rights in Westgate.

The Panel has granted an exemption from rule 6(1) of the Code to Mr Goodin in respect of any increase in his control of voting rights in Westgate as a result of his appointment as a trustee of the MG Heritage Trust.

The Panel considers that the exemption is appropriate and consistent with the objectives of the Code because-

• the shareholders of Westgate would not be disadvantaged in not having the opportunity to vote on Mr Goodin's appointment as trustee of the MG Heritage Trust, as it would not have any real effect on those shareholders:
• the appointment of Mr Goodin as trustee of the MG Heritage Trust would relate to a reorganisation of a private family trust, and the Code is not intended to inhibit the restructuring of family trusts that have no real effect on the shareholders of a code company:
• the exemption avoids unnecessary compliance costs that would be incurred if it were not granted.

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.