Determination and Restraining Order - TrustPower Limited

16 April 2003


The Takeovers Panel met on Monday 14th April 2003 to consider the buyback offer made in March 2003 by Trustpower Limited (TrustPower) to all its shareholders.

The meeting was convened to determine whether the buyback offer complied with the Panel's class exemption which applies to offers of this nature.

The Panel is not satisfied that shareholders who intend to increase their voting control in TrustPower as a result of the buyback intend to do so in compliance with the Code. The shareholders concerned are Infratil Limited, Alliant International New Zealand Limited and Tauranga Energy Consumer Trust (major shareholders).

The Panel considers that it would be inappropriate for TrustPower to call a meeting to put resolutions to shareholders for approval when the company has not followed the procedure required by the class exemption.

The Panel considers that the buyback offer does not comply with the class exemption because the offer was made, and was to close, without shareholders:

  • having an opportunity to consider an independent adviser's report on the merits of the buyback; or
  • having any information about the likely changes in the control positions of the major shareholders in TrustPower.

The Panel has restrained TrustPower for 21 days from calling a meeting of shareholders to approve the buyback.

To enable the buyback offer to continue when the restraining order terminates the Panel invites TrustPower and the major shareholders to apply to the Panel for a specific exemption with terms which would address the concerns of the Panel.