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29 July 2003
The Takeovers Panel has decided to hold a meeting to determine whether Toll Group (NZ) Limited (Toll) has complied with, is complying with, or intends to comply with rule 38 of the Takeovers Code by entering into an agreement (Toll/Crown agreement) with the Crown in relation to Tranz Rail Holdings Limited (Tranz Rail) on 7 July 2003.
On 22 July 2003 Infratil Limited, a substantial security holder in Tranz Rail, sent the Panel a formal request to hold the meeting.
Rule 38 of the Code is concerned with defensive tactics by the directors of a code company which has received a takeover offer or who believe a bona fide offer is imminent.
Under the Toll/Crown agreement the parties agreed that:
Infratil alleges that, in contravention of rule 38:
The Panel considers that Toll, by entering into the Agreement with the Crown, may not have complied, may not be complying, or may intend not to comply with rule 38 of the Code.
The Panel decided not to issue any restraining orders in relation to Toll's current offer for Tranz Rail.
A formal notice of the Panel's meeting is available on the Panel's web-site at www.takeovers.govt.nz
The Panel's meeting will be held in Wellington on Monday 4 August 2003. It will be private meeting.