Code Word

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Code Word is the Panel's newsletter, with updates on the Panel's guidance, amendments to takeovers law and information about Panel determinations.

  • Code Word 45 - December 2017

    • Failure to comply with an exemption condition
    • Removal of certification requirements in Scheme document
    • Appointments and departures
    • Christmas closedown

  • Code Word 44 - June 2017

    • Cost disputes now to be determined by the Panel
    • Call scripts, shareholder presentations, slides and other information published or sent to offerees - a reminder to the market
    • Date of target company statement
    • Recent application and interpretation of rules 42A and 42B
    • Guidance Notes have been updated
    • Class exemption notice has been updated

  • Code Word 43 - December 2016

    • Small Code companies class exemption notice
    • Timing rules calculator
    • Update: Technical amendments to the Code
    • The meaning of "effective control"
    • Appointments and departures
    • Christmas closedown

  • Code Word 42 - October 2016

    • A farewell to David Jones
    • Interest classes in schemes of arrangement
    • Disaggregation of holding or control
    • New timing rules calculator
    • Appointments to the Panel
    • Our MOU with the FMA

  • Code Word 41 - December 2015

    • The Takeovers Code and multiple offerors
    • Rule 25(1) and shareholder approval conditions in offers
    • Exemption where no information has been provided to any regulatory bodies
    • Update on Panel Members
    • Christmas closedown

  • Code Word 40 - September 2015

    • Two reminders for Code companies and their directors about Code compliance
    • Exemption for intra-group transfers to natural person controllers
    • Exemption for "small Code companies"
    • Guidance note on rule 64 of the Code
    • Additional disclosure requirement for applications for approval to act as independent adviser
    • Guidelines for fees and charges

  • Code Word 39 - April 2015

    • Lock-up agreements and shareholders' agreements - are the parties 'associates'?
    • The scope of the Takeovers Code (Trustees of Family Trusts) Exemption Notice 2012 has been clarified
    • Panel resolves to approve class exemption for small Code companies

  • Code Word 38 - March 2015

    • Additional disclosures required for independent adviser applications
    • Independent adviser’s report may not be required for no-objection statements from the Panel
    • Guidance Note on Offer Documents has been amended
    • Case studies added to Guidance Note on Upstream Acquisitions

  • Code Word 37 - October 2014

    • Partial offers - Specified Holder Certificates under rules 14A-14E and family trusts
    • Synlait Farms Exemption 2014
    • Takeover notices - Don't forget rule 44(1)(e)
    • Substantial holder notices - increases in voting rights under exemptions from the Code
    • Transactions records on the Panel's website

  • Code Word 36 - May 2014

    • Crowd Funding, Small Offers and the Takeovers Code
    • Guidance Note on Schemes of Arrangement and Amalgamations under Part 15 of the Companies Act 1993
    • Ongoing Review of Guidance Material
    • Appointment to the Panel
    • Basic Guides about the Takeovers Code

  • Code Word 35 - November 2013

    • Guidance on the meaning of "imminent" in rule 38(1) of the Code
    • Erratum: rule 24C(1)(a) of the Code
    • Rule 3A(2) - What starts with the Code, ends with the Code
    • Consolidation of Guidance Notes

  • Code Word 34 - May 2013

    • Technical Amendments to the Code

  • Code Word 33 - April 2013

    • Consolidation of guidance material
    • Two new Guidance Notes
    • Recommendations by target company directors

  • Code Word 32 - November 2012

    • New definition of Code company
    • Class exemption for trustees of family trusts
    • Guidance Note on defensive tactics

  • Code Word 31 - June 2012

    • Updating the Panel’s process for the approval of independent advisers
    • Directors’ Statements during takeovers and rule 64 of the Code

  • Code Word 30 - February 2012

    • Small Code companies and compliance with the Code
    • Limited Partnerships and control of Code company voting rights

  • Code Word 29 - September 2011

    • Marlborough Lines Limited and Horizon Energy Distribution Limited
    • New class exemption - fair scaling of acceptances of partial offers
    • Target company statements - directors' disclosure obligations - specialist advice 
    • Offeror's intentions for the business activities of the target company
    • Panel's expectations for disclosures in offer document
    • Law changes under Regulatory Reform Bill 2010

  • Code Word 28 - February 2011

    • Schemes of arrangement update
    • Panel grants rule 16(b) class exemption and amends buyback class exemption
    • Guidance note - rule 30 of the Code and changes to the capital structure of the target company during the offer period

  • Code Word 27 - July 2010

    • Guidance Note - Upstream Acquisitions

  • Code Word 26 - April 2010

    • Rule 20 of the code and collateral arrangements in a takeover
    • Guidance note - payment of takeover consideration in foreign currency
    • Calculating the specified percentage for a partial takeover offer
    • Extension of offer period for a partial offer

  • Code Word 25B - July 2010

    • Guidance Note: Timing rules in the Code
    • Guidance Note: Rule 7(e) of the Code and joint holders or controllers of voting rights

  • Code Word 24 - December 2008

    • Guidance note: Recovery of expenses
    • Erratum: Kerifresh transactions

  • Code Word 23 - June 2008

    • Kerifresh transactions
    • Broker handling fees 

  • Code Word 22 - December 2007

    • New rule 64 - misleading or deceptive conduct
    • Conditional acceptance facilities 

  • Code Word 21 - September 2007

    • Independent Advisers

  • Code Word 20 - May 2007

    • Changes relating to shareholder meetings for approving acquisitions or allotments
    • Changes relating to takeovers
    • Clarification of some rules and some technical adjustments

  • Code Word 19 - April 2007

    • Exemptions for initial public offers
    • Class exemption revoked
    • Viking Capital Limited IPO exemption
    • Revised policy on exemptions for Companies Act schemes of arrangement
    • Waiveable offer conditions

  • Code Word 18 - December 2006

    • Dominion Income Property Fund Limited - scheme of arrangement

  • Code Word 17 - November 2006

    • Amendments to the Takeovers Act 1993 and the Takeovers Code

  • Code Word 16 - May 2006

    • Oyster Bay – part 2 - Rank Group
    • Guidance Note - restrictive conditions
    • Schemes of arrangement and inconsistencies between the Code and the Companies Act
    • Misleading the Panel

  • Code Word 15 - November 2005

    • Takeover documents : compliance with the Code
    • Exemptions from Clause 26 of Schedule 2
    • Oyster Bay : Panel decision - omission of material information in target company statement
    • Conversion of equity securities acquired under a takeover offer
    • Update on associates - Calgary Petroleum 

  • Code Word 14 - April 2005

    • Associates and acquisitions
    • Lock up agreements and the Code

  • Code Word 13 - January 2005

    • Guidance Note - the Panel’s exemption power

  • Code Word 12 - June 2004

    • Independent expert appointments
    • Disclosure of valuations
    • Exemptions from rule 22
    • Defensive tactics
    • Underwriters class exemption

  • Code Word 11 - March 2004

    • Lock-up agreements
    • Exemptions for schemes of arrangement
    • Scrip offers
    • Fees for section 32 meetings
    • Richmond and PPCS – class exemption
    • Dominion Retail and Tri-City – misleading offer document
    • Cedenco and SK Foods – compulsory acquisition exemption
    • Underwriters exemption review

  • Code Word 10 - October 2003

    • Independent Advisers – Lowe Corporation and Rule 20
    • Buyback Class Exemption – TrustPower 
    • Rule 6(2) – Associates – Designer Textiles and Gould Holdings 
    • Associates – Aggregation of Holdings – Designer Textiles and Rutherford Family 
    • Initial Public Offering – Jade Exemption 
    • Underwriting – GPG and Tower 
    • Defensive Tactics – Toll and Tranz Rail

  • Code Word 09 - April 2003

    • Guidance Note to assist independent advisers
    • Variations of Code offers & variable pricing
    • Exemptions declined
    • Discussion paper – proposed amendments to the Code

  • Code Word 08 - December 2002

    • Class exemptions
    • Exemptions relating to notices of meeting
    • Exemptions relating to upstream acquisitions

  • Code Word 07 - September 2002

    • Anti-avoidance provisions of the Code
    • Control and Associates under rule 6(1)
    • The deeming provisions in rule 6(2)

  • Code Word 06 - September 2002

    • Clause 13 of Schedule 1 of the Code
    • Clauses 6 and 7 of Schedule 1 of the Code
    • Conditions in Takeover Offers - Payment of Consideration
    • Rule 25(1) & Clause 9 of Schedule 1 of the Code