The Technical Amendments

The Takeovers Code Approval Amendment Regulations 2007 (the amendment regulations) apply to any takeover made under a takeover notice that is sent to the target company on or after 1 July 2007. They also apply to a shareholder meeting held under rule 7(c) or 7(d) if the notice of meeting was sent to shareholders on or after 1 July 2007.

Details of the Panel’s recommendations for the amendments and discussions of their intended effects are in the discussion papers and recommendations to the Minister of Commerce published on the Panel’s website www.takeovers.govt.nz. References to these documents are listed on p8.

CHANGES RELATING TO SHAREHOLDER MEETINGS FOR APPROVING ACQUISITIONS OR ALLOTMENTS

Notices of shareholder meetings – statement of voting securities of acquirers or allottees

Where the acquisition or allotment of parcels of shares in a Code company requires shareholder approval under rule 7(c) or 7(d) of the Code, the required content of the notice of meeting that must be sent to shareholders is set out in rules 15 and 16. These rules require disclosures relating to the percentage of voting securities that will be held or controlled by each acquirer or allottee after the acquisition or allotment.

Changes to rules 15 and 16 mean that the notice of meeting must now also disclose the aggregated control percentages of all the voting securities that will be held or controlled by an acquirer or allottee and by its associates.

Documents required to be sent to the Panel

As part of its routine compliance checking, the Panel asks for, and reviews, documents required for shareholder meetings held to approve acquisitions or allotments under the Code. However, the Code did not require that these documents be provided to the Panel.

New rule 19A requires all information for these shareholder meetings, including published information, (e.g. the notice of meeting or advertisements or letters to shareholders) to be sent to the Panel at the same time that it is sent to shareholders or published.

CHANGES RELATING TO TAKEOVERS

Form and content of the draft offer accompanying the takeover notice and of the formal takeover offer sent to shareholders

Determining all the classes of equity securities in a target company

A full offer under the Code requires the offeror to make an offer for all the securities in each class of equity securities (other than those the offeror already holds). A partial offer must be extended to all holders of voting securities of the target company (other than the offeror).

These rules have required (by implication) that an offeror has determined, at the time the takeover notice is sent to the target company:

• all the target company’s classes of equity securities on issue, in the case of a full offer; or
• all the target company’s classes of voting securities on issue, in the case of a partial offer.