Takeovers Code (Biovittoria Limited) Exemption Notice 2009

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Reprint
as at 5 March 2010

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Takeovers Code (Biovittoria Limited) Exemption Notice 2009

(SR 2009/380)

Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

This notice is administered by the Takeovers Panel.

Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

Notice

1 Title

  • This notice is the Takeovers Code (Biovittoria Limited) Exemption Notice 2009.

2 Application

  • This notice applies to acts or omissions occurring on or after 21 January 2009.

3 Expiry

  • This notice expires on the close of 30 June 2010.

    Clause 3: amended, on 5 March 2010, by clause 4 of the Takeovers Code (Biovittoria Limited) Exemption Amendment Notice 2010 (SR 2010/50).

4 Interpretation

  • (1) In this notice, unless the context otherwise requires,—

    Act means the Takeovers Act 1993

    Avalon trustees means Dennis George Row, Joan Doran Row, and SW Trust Services Limited as trustees of the trust established by deed of trust dated 10 October 2002 and known as the Avalon Trust

    Code means the Takeovers Code under the Act

    voting security means a voting security in Biovittoria Limited.

    (2) In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in Biovittoria Limited.

    (3) Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.

5 Exemption from rule 6(1) of Code

  • The Avalon trustees are exempted from rule 6(1) of the Code in respect of any increase in their voting control resulting from the allotment to them of 100 000 voting securities on 21 January 2009.

6 Conditions of exemption in clause 5

  • The exemption in clause 5 is subject to the conditions that,—

    • (a) before 1 June 2010, the Avalon trustees must dispose of 100 000 voting securities to 1 or more persons who are not associates of any of the Avalon trustees; and

    • (b) within 48 hours after disposing of any voting securities for the purposes of paragraph (a), the Avalon trustees must notify the Panel in writing of—

      • (i) the date and time of the disposition; and

      • (ii) the number of voting securities disposed of; and

      • (iii) the consideration paid for the voting securities; and

      • (iv) if the disposition does not take place through a securities market operated by a registered exchange, the identity of the person acquiring the voting securities.

    Clause 6(a): amended, on 5 March 2010, by clause 5 of the Takeovers Code (Biovittoria Limited) Exemption Amendment Notice 2010 (SR 2010/50).

Dated at Auckland this 3rd day of December 2009.

The Common Seal of the Takeovers Panel was affixed in the presence of:

[Seal]

D O Jones,
Chairperson.

Statement of reasons

Note: the following statement of reasons should be read in conjunction with the statement(s) of reasons appended to the:

This notice applies to acts or omissions occurring on or after 21 January 2009 and expires on 31 March 2010.

The Takeovers Panel has granted an exemption to Dennis Row, Joan Row, and SW Trust Services Limited (the Avalon trustees) as trustees of the Avalon Trust in respect of an allotment to them of 100 000 ordinary shares in Biovittoria Limited on 21 January 2009.

The Avalon trustees may have been associates of other shareholders in Biovittoria Limited at the time of the allotment. The allotment meant that the voting rights of the Avalon trustees, when taken with the voting rights of those other shareholders, exceeded 20% of the voting rights in Biovittoria Limited. No mechanism under rule 7 of the Takeovers Code (the Code) was used to effect the allotment. Accordingly, the allotment may have breached rule 6 of the Code (the fundamental rule).

The Takeovers Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption because—

  • the Code contains certain mechanisms that allow shareholders to approve an increase in a person's voting rights that would otherwise breach the fundamental rule. The Avalon trustees cannot rely on these mechanisms because the allotment is historical in nature and the Code mechanisms do not provide for retrospective approval by shareholders; and

  • it is a condition of the exemption that the Avalon trustees dispose of 100 000 ordinary shares in Biovittoria before 1 March 2010 to persons not associated with the Avalon trustees; and

  • any breach of the Code was inadvertent.

Note: the preceding statement of reasons should be read in conjunction with the statement(s) of reasons appended to the:

Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 10 December 2009.

Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)

Notes
1 General

  • This is a reprint of the Takeovers Code (Biovittoria Limited) Exemption Notice 2009. The reprint incorporates all the amendments to the notice as at 5 March 2010, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.

2 Status of reprints

  • Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

    This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared

  • A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

    A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

    In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

    • •omission of unnecessary referential words (such as “of this section” and “of this Act”)

    • •typeface and type size (Times Roman, generally in 11.5 point)

    • •layout of provisions, including:

      • •indentation

      • •position of section headings (eg, the number and heading now appear above the section)

    • •format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • •format of dates (eg, a date formerly expressed as “the 1st day of January 1999” is now expressed as “1 January 1999”)

    • •position of the date of assent (it now appears on the front page of each Act)

    • •punctuation (eg, colons are not used after definitions)

    • •Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • •case and appearance of letters and words, including:

      • •format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

      • •small capital letters in section and subsection references are now capital letters

    • •schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • •running heads (the information that appears at the top of each page)

    • •format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)