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FORMAT FOR AN APPLICATION FOR AN EXEMPTION

WHO IS APPLYING?

Give the full name, address and corporate status of the person(s) seeking the exemption.

WHAT TRANSACTION IS INVOLVED?

Describe the transaction for which the exemption is being sought. It would be helpful to give some background to the transaction proposed and then specific details e.g. the parties to the takeover, details of the offer, details of target, etc.

WHAT DO YOU WANT AN EXEMPTION FROM?

Give the provisions of the Takeovers Code from which the exemption is sought and any conditions of exemption you consider appropriate.

WHY ARE YOU SEEKING THIS EXEMPTION?

Explain, for each provision of the Takeovers Code from which the exemption is sought, why the exemption is wanted and give full reasons which may justify why it is appropriate that the exemption should be granted and how it is consistent with the principles and objectives of the Takeovers Code. You should also confirm that the provisions of the Code from which you are seeking an exemption are not identical, or similar, to provisions in the Takeovers Act.

ARE THERE ANY PRECEDENTS?

Identify any existing exemption notices which are similar to the exemption sought and which may provide a precedent for your application. State how the notices are similar to and different from the exemption you are seeking.


WHAT EFFECTS WILL THERE BE ON THE HOLDERS OR CONTROLLERS OF SECURITIES IN THE CODE COMPANIES CONCERNED?

Describe how your proposed exemption may affect the holders or controllers of securities in the code companies concerned and the relative costs and benefits to you or them of (a) having and (b) not having the exemption.

SUPPORTING DOCUMENTS

You need to supply the relevant documents to support your application. These could include the following documents or most recent drafts of:
  •  
  • takeover notice;
  •  
  • the offer document; and
  •  
  • other relevant documents.

    You should also provide a draft exemption notice and draft statement of reasons that states why the exemption is granted and how this is consistent with the principles and objectives of the Code.

    TIME FRAME

    You should specify the date by which a decision is needed. If your application needs urgent consideration, give reasons for this.

    CONFLICTS OF INTEREST

    If there are any Panel Members you think may be conflicted from considering your application, please state their names, with reasons.

    COMMERCIAL CONFIDENTIALITY

    If you would like the Panel to consider:
  •  
  • deferring notifying an exemption; or
  •  
  • deferring notifying or omitting to notify the reasons for granting an exemption,

    in the Gazette, you must satisfy the Panel that it is proper to do so on the grounds of commercial confidentiality and include sufficient information for the Panel to make a decision. You must also specify for how long you would like notification deferred.

    If you wish to receive Code Word in hard copy or by email please contact Catherine Chapman
    phone (04) 471 7659 or catherine.chapman@sec-com.govt.nz

      How to contact us  

    Takeovers Panel
    Level 12, Reserve Bank Building
    2 The Terrace
    PO Box 1171
    Wellington
    Phone: 64 4 471 4618
    Fax: 64 4 471 4619
    Email: takeovers.panel @takeovers.govt.nz
    Website: www.takeovers.govt.nz
    Disclaimer
    Code Word is produced for general information only. The Takeovers Panel does not assume any responsibility for giving legal or other professional advice and disclaims any liability arising from the use of the information. If you require legal or other expert advice you should seek assistance from a professional adviser.
     

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