Rangatira Limited
Transaction Type: Company meeting (Share buyback)
Acquirer: Any new trustees, personal representatives or recipient beneficiaries of McKenzie/Gibson/JRM Shareholders.
Independent Adviser(s): Simmons Corporate Finance Limited (Rule 18)
Date of meeting: 2/08/2024
In 2022, the Panel granted Rangatira Limited (Rangatira) an exemption from rule 6(1) of the Code in relation to increases in voting control in Rangatira by new trustees, personal representatives and recipient beneficiaries of certain Rangatira shareholders as a result of a proposed buyback of shares by Rangatira (the 2022 Exemption and the Current Buyback).
Clause 4 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001 (the Class Exemption) covered most of the relevant increases (assuming the buyback was approved by shareholders). One of the conditions of the Class Exemption is that persons increasing control in reliance on the exemption are named in the notice of meeting. The 2022 Exemption provided relief for parties increasing control following the initial shareholder approval, who were not (and could not) be named in the notice of meeting.
Rangatira proposed increasing the maximum price at which Rangatira may acquire shares under the Current Buyback from up to 80% of the assessed asset backing value of each share to up to 90% of the assessed asset backing value of each share (the Updated Buyback). The exemption granted for the Current Buyback did not apply in relation to any increases in the voting control in Rangatira resulting from the Updated Buyback.
Accordingly, Rangatira sought a new exemption from rule 6(1) of the Code on substantially the same terms as the 2022 Exemption in relation to the Updated Buyback (the Exemption). It was a condition of the Exemption that an independent adviser’s report equivalent to that required under rule 18 of the Code would be required.
On 27 June 2024, the Panel granted the Exemption, and on 2 August 2024, Rangatira shareholders voted to approve the Updated Buyback.
Simmons Corporate Finance Limited prepared the independent adviser’s report in relation to the Updated Buyback.
