October 2016
Number
Code Word
42
TAKEOVERS PANEL
ISSN 1175-5040
I N T H IS ISSU E
> A farewell to David Jones
> Interest classes in schemes of arrangement
> Disaggregation of holding or control
> New timing rules calculator
> Appointments to the Panel
> Our MOU with the FMA
A farewell to David Jones
On 30 September 2016, long-time Panel member David Jones stood down as Chairman of the Panel. The Panel would like to
recognise David for his years of service and his contribution to New Zealand’s business regulatory environment.
David was a member of the Takeovers Panel Advisory Committee when it met for the first time on 18 November 1991. Since that
inaugural meeting, he has attended 128 out of a total of 135 board meetings held by the Advisory Committee and the Panel up to the
time of his retirement. David chaired the Panel’s first enforcement meeting under section 32 of the Takeovers Act 1993; the Allied
Domecq PLC/Millstream Equities Limited section 32 meeting in respect of Allied Domecq’s bid for Montana Group (NZ) Limited,
which commenced with notice of the meeting being given by the Panel on 1 July 2001 (a Sunday!), the day that the Takeovers Code
came into force. David also chaired the second section 32 meeting later that month in respect of Lion Nathan’s competing bid for
Montana. In total, since the Code came into force in 2001, he has attended some 810 Panel division meetings. David was appointed
Deputy Chairman of the Takeovers Panel in 2000, and became Chairman in 2007.
David’s contribution to the development and success of the Panel and the Code, and consequently the confidence of New Zealand’s
capital markets, cannot be overstated.
Interest Classes in Schemes of Arrangement
Introduction
Schemes of arrangement under Part 15 of the Companies Act 1993 (“schemes”) are statutory Court-approved procedures that
allow for the reorganisation of the rights and obligations of shareholders and companies. Section 236A, which was inserted into
the Companies Act in July 2014, requires that the Panel be notified of a proposed scheme that would affect voting rights of a
Code company, and provides for the Panel’s involvement before final orders are sought from the Court. In most cases, scheme
applicants seek from the Panel a no-objection statement for the applicant to provide to the Court.1
1
A no-objection statement from the Panel indicates to the Court that the Panel has no-objection to the scheme, based on the information given to the Panel by the applicant and having regard to the
Panel’s Guidance Note on Schemes of Arrangement and Amalgamations.
Page 1 | Code Word – October 2016
The Panel views schemes as a legitimate and valuable means for undertaking corporate transactions in New Zealand. The Panel’s
approach to schemes is set out in its Guidance Note on Schemes of Arrangement and Amalgamations.
Since July 2014, the Panel has been involved with five schemes. This article outlines developments in relation to determining
“interest classes” for schemes involving Code companies.
Interest Classes: Section 236A and Schedule 10
In order for a proposed scheme which affects the voting rights of a Code company to be approved by the Court, section 236A of the
Companies Act requires that the proposed scheme is approved in accordance with section 236A(4) by:
(a) a resolution approved by a majority of 75% of the votes of the shareholders in each interest class entitled to vote and voting on the
question; and
(b) a resolution approved by a simple majority of the votes of those shareholders entitled to vote.
This means that each interest class has to meet the paragraph (a) threshold for the scheme to be able to be approved by the Court. For
this reason, the scheme applicants will usually desire to have fewer interest classes.
Section 236A(5) states that interest classes may be determined in accordance with the principles set out in Schedule 10 of the Act.
This requires an assessment of whether there are separate interest classes, and how they should be determined.
Schedule 10 provides that:
“…an interest class may be determined in accordance with the following principles:
(a) shareholders whose rights are so dissimilar that they cannot sensibly consult together about a common interest are in
different interest classes:
(b) shareholders whose rights are sufficiently similar that they can consult together about a common interest are in the same
interest class:
(c) the issue is similarity and dissimilarity of shareholders’ legal rights against the company (not similarity or dissimilarity of
any interest not derived from legal rights against the company):
(d) if the rights of different shareholders will be different under a proposed arrangement or amalgamation, then those
shareholders are in different interest classes.”
The Panel’s position on interest classes is illustrated below.
New Zealand Oil & Gas Limited
In November 2014, New Zealand Oil & Gas Limited (“NZOG”) made an application for an order from the Court for approval of a
proposed scheme. The Court considered whether interest classes should be determined according to section 116 of the Act.2
Section 116 sets out the “meaning of classes and interest groups”, and was interpreted by NZOG as an alternative to the
“permissive” terminology of Schedule 10.3 The Panel made submissions to the Court on this matter.
Although the interest classes, as determined by NZOG under section 116, would not have been different had they been determined
under Schedule 10, the Court agreed with submissions from the Panel that the provisions of Schedule 10 are to be treated as requiring
a “mandatory form of consideration”4 when determining the interest classes of shareholders for the purpose of section 236A.
Section 116 provides for “interest groups” and not interest classes, and Schedule 10 should be applied for the purpose of
determining interest classes for a Code company in a scheme.
Michael Hill International Limited
Michael Hill International Limited (“MHI”) was a New Zealand registered company, and was listed on the NZX. In early 2016, MHI
was proposing to re-domicile to Australia. This was to occur by way of two interdependent transactions:
(a) an acquisition under rule 7(c) of the Takeovers Code by a new Australian-incorporated company (“ListCo”) of all the shares in
Durante Holdings Pty Limited (“Durante”), the holding company of the Hill family interests in MHI, in exchange for shares in
ListCo; and
(b) a scheme of arrangement.
The scheme would involve ListCo acquiring from each of MHI’s shareholders (excluding Durante) all of their shares in MHI in
exchange for shares in ListCo. Each shareholder would be issued the same number of shares in ListCo as they held in MHI
(the “scheme share swap”).
2
3
4
New Zealand Oil & Gas Limited [2015] NZHC 39.
Ibid at [17].
Ibid at [18].
Page 2 | Code Word – October 2016
MHI wished to settle with the Panel the interest classes for the purposes of the scheme. In MHI’s view, there were two interest
classes.
It was clear that Durante was to be in a separate interest class for the purposes of the scheme, because Durante was not a participant
in the scheme (i.e., because Durante’s share swap was to occur under the Takeovers Code). The question for the Panel was whether
the remaining shareholders should vote in a single interest class, (being the “non-Durante shareholders”), or in two interest classes –
one being non-Durante shareholders who would participate in the scheme share swap, and the other being non-Durante shareholders
(based in certain overseas jurisdictions) who would not participate in the scheme share swap (the “excluded shareholders”).
The scheme share swap was to be conducted as follows:
(a) the proposed share swap would be available to any shareholder in respect of whom ListCo was satisfied that ListCo shares may
lawfully be issued and allotted to the relevant shareholder without registration of a full prospectus;5
(b) the excluded shareholders would have those ListCo shares which would otherwise have been issued to them, issued and allotted
instead to a nominee, with a direction to sell the relevant shares;6
(c) the nominee would hold those shares for the excluded shareholders and would be bound to sell those shares in an orderly manner
over the month following the implementation of the scheme;
(d) the excluded shareholders would be entitled to the gross proceeds of the sale of their ListCo shares; and
(e) the costs of the sale would be met by MHI.
In summary, because of the difficulties of implementing the share swap in a number of different regulatory environments, varying
according to where each shareholder resided, MHI had proposed that the shares held by excluded shareholders were to be sold. In
return, those shareholders would receive the market price for the shares, with the goal of their being in a position whereby they could,
if they wished, immediately acquire shares in ListCo without additional cost.
The Panel considered whether the non-Durante shareholders and the excluded shareholders could be in the same interest class by
assessment of each principle of Schedule 10 of the Companies Act:
(a) Shareholders whose rights are so dissimilar that they cannot sensibly consult together
One of the reasons the Panel grants exemptions for financial products (“scrip”) as the consideration for a takeover offer is that the
nominee process required by the conditions of the exemption ensures that the consideration offered is economically equivalent
for all shareholders. By using a similar nominee process for the proposed scheme, all of the non-Durante shareholders (including
the excluded shareholders) were to receive either ListCo shares or the cash equivalent. This meant that their rights were not so
dissimilar that they could not sensibly consult together with a view to their common interest.
(b) Shareholders whose rights are sufficiently similar that they can consult together
In this case, because there were only two interest classes, this principle is effectively the converse of principle (a). The Panel
considered that the rights of the non-Durante shareholders and excluded shareholders were sufficiently similar because each were
offered economically equivalent consideration.
(c) Similarity and dissimilarity of shareholders’ legal rights against the company
This principle makes it clear that it is not rights (or commercial interests) as amongst shareholders that must be weighed up for the
purposes of determining interest classes, but rather the shareholders’ legal rights as against the company the subject of the scheme.
In this case, the legal rights of each non-Durante shareholder as against MHI were the same, because MHI was responsible for
ensuring that ListCo issued shares in itself to either the non-Durante shareholders or to the nominee.
(d) Different rights of different shareholders
On its face, this principle provides that shareholders’ rights must be ‘not different’ in order to form one interest class. For this
fourth principle to fit consistently with the previous three principles and the common law, an element of materiality must be
involved in the assessment. Accordingly, adopting a purposive interpretation of Schedule 10 means that a materiality threshold
must be implied in the concept of ‘different rights’. Otherwise, additional interest classes would be required for immaterial
differences in rights as between shareholders.
The legal rights of the non-Durante shareholders participating in the scheme share swap were not materially different from those
of the excluded shareholders, and vice versa.
In the High Court’s first hearing in respect of the scheme on 24 May 2016, Asher J had to consider whether the excluded shareholders
should be treated as a separate interest class from the other non-Durante shareholders, for the purposes of the scheme.
5
6
The term ‘prospectus’ is used generically to describe any similar such disclosure document.
It was understood that the excluded shareholders would amount to around 50 shareholders (some of whom held fewer than 10,000 shares) who had addresses outside Australasia.
Page 3 | Code Word – October 2016
In line with the Panel’s preliminary determination of two interest classes, Asher J approvingly cited the expansive approach taken by
the Australian courts in Hills Motorway Ltd,7 and held that
“while there will be a definite point of distinction between those shareholders who can swap shares and those who
cannot, the overriding issue to be determined at the upcoming meeting will be whether the change of domicile is in
the shareholders’ interests. To that extent all the shareholders [excluding Durante] will have a relative commonality
of interest.”8
On that basis, Asher J determined that the excluded shareholders would not form a separate interest class from the other non-Durante
shareholders.
Scott Technology Limited
In October 2015 the Panel considered a scheme of arrangement involving Scott Technology Limited (“Scott”) and JBS Australia Pty
Limited (“JBS”), an Australian meat processing company and subsidiary of JBS SA (the “scheme”). The scheme included a rights
issue undertaken by Scott, in which all New Zealand-resident shareholders would be entitled to subscribe for new Scott shares.
The Panel considered that there were two interest classes for the purpose of the scheme, because overseas shareholders could not
participate in the rights issue. There was no process equivalent to the nominee process described above to give them economically
equivalent rights to New Zealand shareholders. The rights of the New Zealand shareholders and the overseas shareholders were
therefore so dissimilar that they could not sensibly consult together.
Conclusion
One of the factors that the Panel considers when deciding whether to provide a no-objection statement for a scheme is whether the
applicant has adequately identified the interest classes.
Applicants must apply the principles of Schedule 10 of the Companies Act in making this assessment. Schedule 10 requires
consideration of the legal rights of shareholders as against the Code company, and an assessment of similarity and dissimilarity of
those rights.
In the context of a scheme involving scrip, the use of a nominee process, such as that utilised in the MHI scheme, which places
excluded shareholders in effectively the same economic position vis-à-vis the Code company as non-excluded shareholders, may help
to reduce the number of interest classes in the scheme.
Disaggregation of holding or control
Introduction
The fundamental rule of the Takeovers Code, rule 6, prohibits a person who holds or controls less than 20% of the voting rights in
a Code company from increasing their voting control if that person (together with their associates) would hold or control more than
20% of the company’s voting rights after the increase. Although it may seem counter-intuitive, the Code’s fundamental rule may also
apply to disaggregations of holding or control of voting rights in Code companies.
The Panel has granted some exemptions in respect of associated joint holders of voting rights splitting their joint holding into
separate, individually owned parcels of shares (“holding splits”) (e.g. the Takeovers Code (Z Energy Limited) Exemption Notice 2013,
which fell within the Panel’s exemption policy on IPO relief). Other examples include exemptions for matrimonial splits and some
reconstructions of trusts. An exemption may also be granted in respect of a “control split” (even if there is no corresponding holding
split). However, the Panel may not always grant exemptions; shareholder approval may be required under rule 7(c) of the Code before
a disaggregation could become effective.
Treating “hold” and “control” the same when disaggregating ownership
It is clear that the Code regulates changes of control (as distinct from holding) of voting rights in Code companies (see the Panel’s
Guidance Note on Control and Association).
A transaction involving shares in a Code company (such as an allotment of new shares or an acquisition of an existing parcel) will
ordinarily make it clear when there has been a change in the holding of voting rights. It can be less clear when a change of control
has occurred, as the control may be achieved through contractual arrangements (such as a joint venture agreement) rather than a
joint shareholding.
7
8
[2002] NSWSC 897, (2001) 43 ACSR 101.
Michael Hill International Limited [2016] NZHC 1114 [24 May 2016] at [11].
Page 4 | Code Word – October 2016
It may be likely that joint holders (and joint controllers) are associates for the purposes of the Code, as a result of their ownership
relationship or business relationship. “Associate” covers related companies, persons who act jointly or in concert or who follow one
another’s wishes, as well as persons with business or personal relationships, and is defined in rule 4 of the Code. Accordingly, when
determining their respective control percentages for the purposes of complying with the Code, associated joint holders (and joint
controllers) will each need to take into account the holding or control of Code company voting rights of the other.
The Panel will not only consider the legal form of a disaggregation. It will also consider conduct after a disaggregation, to assess
whether persons remain, or become, associates, following a split of joint holding or control, as part of its ongoing monitoring of
compliance with the Code.
The discussion below sets out the Panel’s reasoning as to why control splits are likely to be treated by the Panel in the same fashion as
holding splits.
In this guidance, “holding split” means any transaction in which:
(a) two or more persons jointly hold and control Code company voting rights; and
(b) those persons disaggregate their joint holding and control, and instead each individually hold and control a proportion of those
voting rights.
A holding split will result in a transfer of all of the voting securities from the persons as joint holders to the persons individually, to
hold on their own account, with each acquiring a portion of the formerly jointly-owned voting securities.
In this guidance, “control split” means any transaction in which:
(c) two or more persons either separately or together hold, but in any case jointly control, voting rights in a Code company; and
(d) those persons disaggregate their joint control and instead each directly control a proportion of those voting rights, with no change
to the holder of the voting rights.
Here there will be no transfer of any voting securities. It is the contractual arrangements between the persons that change. The impact
under the Code is that the relevant parcel of Code company shares will now be voted as if they were separate parcels instead of being
voted, under the joint venture arrangements, as a single block of shares.
These two scenarios are illustrated separately below.
Fact scenario – holding split (the “Holding Scenario”)
Adams, Baker, and Clark are joint holders of 75% of the voting rights in Code Company Limited (“CC Ltd”), a Code company. They
achieved this joint shareholding through a Code-regulated transaction – e.g., a full takeover offer that did not reach the 90% threshold
for compulsorily acquiring the rest of the shares.
Adams, Baker and Clark are parties to a shareholders’ agreement whereby they have agreed that the 75% parcel of CC Ltd shares will
be voted by consensus or, if they cannot agree, then by a majority decision.
Adams, Baker and Clark want to end their shareholders’ agreement and disaggregate their joint holding in CC Ltd. Following the
disaggregation, Adams, Baker and Clark will each hold 25% of the voting rights in CC Ltd. They will achieve this through a transfer
of their jointly-held parcel of 75% of CC Ltd’s shares, in three equal parcels, to be acquired by each of Adams, Baker and Clark.
Prior to the disaggregation, Adams, Baker and Clark each individually hold 0% of the voting rights in CC Ltd, but together they
all hold and control 75% of the voting rights in CC Ltd, both as joint shareholders on CC Ltd’s share register and through the
shareholders’ agreement.
Following the disaggregation, Adams, Baker and Clark will each individually hold 25% of the voting rights in CC Ltd. They will
each control 25% of the voting rights in CC Ltd, instead of jointly controlling 75%. This is depicted below.
HOLDING SPLIT
Pre-disaggregation
Post-disaggregation
Shareholders’
agreement
75%
control
ADAMS
BAKER
75% joint
holding
CLARK
ADAMS
25%
hold &
control
CC LTD
BAKER
25%
hold &
control
CC LTD
Page 5 | Code Word – October 2016
CLARK
25%
hold &
control
Fact scenario – control split (the “Control Scenario”)
Adams, Baker and Clark each hold 25% of the voting rights in CC Ltd. They are parties to an unincorporated joint venture agreement
(a “UJV”) whereby they have agreed to jointly control their separately-held voting rights, so that the 75% aggregate holding is always
voted as a block. None of them has control over their own parcel of CC Ltd shares. They must always act together under the terms of
the UJV. The UJV was put in place as an offer ‘vehicle’ under which a full takeover offer had been made, but the offer did not reach
90% acceptances, and so they were not able to compulsorily acquire the outstanding shares.
Adams, Baker and Clark want to end the UJV and disaggregate their joint control of voting rights in CC Ltd. Following the
disaggregation, Adams, Baker and Clark will each individually control (as well as hold) 25% of the voting rights in CC Ltd. This is
depicted below.
Prior to the disaggregation, Adams, Baker and Clark each individually hold 25% of the voting rights in CC Ltd. They each
individually control 0% of the voting rights in CC Ltd, but together they jointly control 75% of the voting rights.
HOLDING SPLIT
Pre-disaggregation
Post-disaggregation
UJV
agreement
75% control
ADAMS
25%
holding
BAKER
25%
holding
CLARK
ADAMS
25%
hold &
control
25%
holding
CC LTD
BAKER
25%
hold &
control
CLARK
25%
hold &
control
CC LTD
Application of the Code
Rule 6(1) of the Code states:
Except as provided in rule 7, a person who holds or controls—
(i) no voting rights, or less than 20% of the voting rights, in a code company may not become the holder or controller of an increased
percentage of the voting rights in the code company unless, after that event, that person and that person’s associates hold or
control in total not more than 20% of the voting rights in the code company:
(ii) 20% or more of the voting rights in a code company may not become the holder or controller of an increased percentage of the
voting rights in the code company.
In the Holding Scenario, each of Adams, Baker and Clark will become the holder of an increased percentage of voting rights in
CC Ltd as a result of the disaggregation, increasing from 0% to 25%, and so they either need to comply with rule 7 of the Code
(e.g., by obtaining the approval of CC Ltd’s non-associated shareholders for their respective increases) or obtain an exemption from
compliance with the Code; otherwise they would breach rule 6(1).
In the Control Scenario, there is no change in holding. Adams, Baker and Clark’s joint control of 75% of the CC Ltd voting rights
is reduced to 0% as a result of the disaggregation. However, each of them will become the individual controller of an increased
percentage of the voting rights in CC Ltd, increasing from 0% individual control to 25%.9
What is the impact of rule 6(2)?
Rule 6(2) of the Code is an anti-avoidance rule. It prevents the joining up of blocks of Code company voting rights above the
20% threshold in rule 6(1). Rule 6(2) states:
For the purposes of subclause (1), if—
(i) a person and any other person or persons acting jointly or in concert together become the holders or controllers of voting rights,
that person is deemed to have become the holder or controller of those voting rights:
9
It may make no difference to the application of the Code whether the split is proportionate or not. Even if Adams were to have 1% of the CC Ltd shares transferred to her, and Baker and Clark were to
have 19% and 55% respectively, all need to comply with the Code (or with an exemption from the Code) if they are associates of each other because each of them, together with their associates, would
be above the Code’s 20% threshold.
Page 6 | Code Word – October 2016
(ii) a person or persons together hold or control voting rights and another person joins that person or all or any of those persons in the
holding or controlling of those voting rights as associates, the other person is deemed to have become the holder or controller of
those voting rights:
(iii)voting rights are held or controlled by a person together with associates, any increase in the extent to which that person shares in
the holding or controlling of those voting rights with associates is deemed to be an increase in the percentage of the voting rights
held or controlled by that person.
Rule 6(2) is likely to always be relevant to a holding split and a control split because the parties will likely be acting jointly or in
concert and be associates of each other.
It has been suggested (the “Deeming Rule Approach”) that rule 6(2) of the Code effectively overrides rule 6(1) in respect of a
control split; A suggestion that the Panel rejects. The argument runs as follows:
(a) persons acting together to undertake a rule 7 Code-regulated transaction are associates acting jointly or in concert under rule 6(2(a);
(b) rule 6(2)(a) deems persons acting jointly or in concert who become the holders or controllers of voting rights to have
become the holder or controller of all of the voting rights jointly held or controlled;
(c) a control split by the parties would reduce each person’s control of voting rights in the Code company, and so there is no
requirement to comply with the Code (or to obtain an exemption from the Code) when undertaking a control split.
Applying the Deeming Rule Approach to the Control Scenario:
(a) Adams, Baker and Clark acted jointly or in concert when undertaking their takeover offer;
(b) Adams, Baker and Clark are each deemed by rule 6(2)(a) to be the controller of 75% of the voting rights in CC Ltd;
(c) following the control split, each of Adams, Baker and Clark will have reduced his or her control of voting rights in CC Ltd from
75% to 25%. Because none of Adams, Baker or Clark will have become the holder or controller of an increased percentage of
voting rights in CC Ltd, there is no requirement to comply with the Code or to obtain an exemption for the control split.
Rule 6(2) is an anti-avoidance provision. The purpose of the provision is to prevent transactions that would increase the control
percentage a person has in Code company voting rights from occurring outside of a rule 7 mechanism. Rule 6(2) operates only as an
anti-avoidance provision. In the Panel’s view, rule 6(2) does not operate to sanction a later disaggregation of control without rule 6(1)
applying to that disaggregation.
Potential Mischief
The Deeming Rule Approach is contrary to the anti-avoidance purpose of rule 6(2) and would allow rule 6(2) to be used to
circumvent the Code, as demonstrated in the following scenario.
Adams, Baker and Clark each hold 25% of the voting rights in CC Ltd, and are parties to a UJV whereby they have agreed that
Clark will be the sole decision-maker in respect of voting the entire 75% parcel of CC Ltd voting rights. The UJV was in place as an
offer ‘vehicle’ under which a full takeover offer had been made, but the offer did not reach 90% acceptances so they were not able to
compulsorily acquire the outstanding shares.
Adams, Baker, and Clark want to end the UJV and disaggregate their control. Following the disaggregation, Adams, Baker and Clark
will each hold and control 25% of the voting rights in CC Ltd.
According to the Deeming Rule Approach, each has reduced their control in CC Ltd and so there is no requirement to comply with
the Code or to obtain an exemption for the control split.
Subsequent to the control split, Adams, Baker and Clark each control 25% of the voting rights in CC Ltd. While Clark has in fact
reduced his control of CC Ltd voting rights from 75% to 25%, each of Adams and Baker have in fact effectively increased their
control of CC Ltd voting rights from 0% to 25% without Code regulation.
The Panel’s approach
The Panel’s clear approach in the past has been that rule 6(2)(a) deems those jointly increasing their holding or control of
voting rights to have each become the holder or controller of those voting rights only for the purposes of that increase.
When a person’s holding of voting rights subsequently changes by way of a holding split, they are considered to have
increased from a starting position of 0%. The same is true in respect of a control split.
Conclusion
Regulation of changes in control of voting rights in Code companies can be even more important than regulating changes in holding.
A change of holding without a simultaneous change of control has no real effect on shareholders (for example, the use of a
bare trustee to hold a person’s shares has no real effect on control, because the trustee must act in accordance with the
beneficiary’s instructions). However, a change of control with no corresponding change of holding may have significant
repercussions for the direction of the company.
Page 7 | Code Word – October 2016
Given that control of voting rights can have a much greater impact on shareholders in Code companies than holding, it would be
inconsistent with the objectives of the Code to require shareholder approval (or an exemption) for holding splits (even without a
corresponding change in control) while simultaneously allowing any control split to occur without the Code applying.
As such, the Panel considers that control splits should be regulated by the Code, just as holding splits are. When two or more persons
acting jointly or in concert together become the holders or controllers of voting rights without utilising a rule 7 mechanism,
rule 6(2)(a) will deem each of those persons to have become the controller of those voting rights. However, if a control split
subsequently results in each person individually controlling voting rights where formerly the control was joint, that person will be
considered to have increased from a starting position of 0%, and either Code compliance or an exemption will be required.
New timing rules calculator – watch this space!
Interpreting and applying the Code’s timing rules can be difficult. The Panel’s Guidance Note on Timing Rules in the Code is
recognised as a useful resource for interpreting the relevant rules, and now the Panel is working on a digital solution to significantly
enhance the Guidance Note’s usefulness. A timing rules calendar is being created for the Panel’s website. The calculator will allow
users to enter the relevant Code rules and transaction dates, and see the corresponding dates and deadlines in a real time calendar that
recognises weekends and public holidays. The Panel expects this to be a useful tool to help those with Code obligations to comply
with the selected rules. Watch this space.
Appointments to the Panel
The Panel welcomes the appointment of Silvana Schenone to the Panel from October 2016.
Silvana is a corporate and commercial Partner at Minter Ellison Rudd Watts and holds a Master in Laws from Harvard University,
specialising in corporate law and governance. Prior to her arrival in New Zealand, Silvana practised law in New York and Chile.
MOU with the FMA
In August 2016 The Panel entered into a Memorandum of Understanding for information sharing and regulatory co-operation with
the FMA. A copy of the MOU can be found here.
HOW TO CONTACT US
Takeovers Panel
Level 3, Solnet House
70 The Terrace
Wellington
Phone: 64 4 815 8420
Fax: 64 4 815 8459
Email: [email protected]
Website: www.takeovers.govt.nz
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DISCLAIMER
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and disclaims any liability arising from
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If you require legal or other expert advice
you should seek assistance from a
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TAKEOVERS PANEL
Page 8 | Code Word – October 2016