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	IN THIS ISSUE   Policy on the approval of independent advisers   Policy on the appointment of experts   Policy relating to receipt of takeovers documents   Guide to applying for exemptions from the Takeovers Code   Format for an application for exemption		TAKEOVERS PANEL POLICIES WE HAVE DEVOTED THIS ISSUE OF CODE WORD TO PUBLISHING OUR MAJOR POLICIES RELATING TO THE TAKEOVERS CODE AND ITS APPLICATION. THE POLICIES ARE STATED AS AT 1 SEPTEMBER 2001. THE TAKEOVERS PANEL RESERVES THE RIGHT TO AMEND THEM AT ANY TIME. THE POLICIES ARE ALSO PUBLISHED ON OUR WEBSITE WWW.TAKEOVERS.GOVT.NZ. ANY CHANGES TO THE POLICIES IN THE FUTURE WILL BE MADE TO THE DOCUMENTS PUBLISHED ON THE WEBSITE.
	POLICY ON THE APPROVAL OF INDEPENDENT ADVISERS Under the Takeovers Code, reports from independent advisers are required in various circumstances. Rules 15 and 16 require such a report where a person seeks to acquire or have allotted to it voting securities in a code company with the prior approval of an ordinary resolution of shareholders. Rule 21 requires the directors of a target company to obtain a report from an independent adviser on the merits of an offer. Rule 22 requires the offeror to obtain a report from an independent adviser where an offer is made for different classes of securities. Rule 57(1) requires an independent adviser to certify in some circumstances that the cash sum proposed as consideration for a compulsory acquisition of equity securities under the Code is fair and reasonable. An “independent adviser” means “an adviser whom the Panel considers is independent and who is approved by the Panel for the purposes of” the Takeovers Code. The current policy of the Panel is to consider each application for approval on a case by case basis so that the Panel can be satisfied, on each occasion, that the adviser is appropriately qualified and experienced and sufficiently “independent”. The Panel will keep this policy under review and will not be bound by prior decisions. A prior or existing relationship between the adviser and all relevant entities must be disclosed to the Panel but will not automatically disqualify the adviser from being approved. The Panel will wish to review the nature and extent of any prior or existing relationships before an approval can be given. The following types of relationship are likely to lead the Panel to conclude that the proposed adviser is not sufficiently independent:   If the proposed adviser has been involved in giving strategic advice on the relevant transaction to any party.   If the proposed adviser is likely to financially benefit from the success or failure of the relevant transaction.   If the proposed adviser has an ongoing advisory role or is the current auditor for any party to the relevant transaction.   If the proposed adviser has an interest in any party to the relevant transaction. Simply because the proposed adviser has, in the past, given advice to any party to the transaction, or has acted as auditor to any party to the transaction, will not automatically preclude that entity from being approved. The Panel will look at the facts and circumstances of each case. Applications should be submitted by the proposed independent adviser. Applications for approval should ideally follow the outline set out below. It is not mandatory that the outline be followed, but it will ensure that all necessary information is provided and delays caused by an incomplete application are avoided.

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