New Zealand Legislation: Regulations
Regulations are laws made under Acts
This notice applies to acts or omissions occurring on or after 20 August 2009 and expires on 28 February 2010.
Michael Hill International Limited (MHIL) is a code company within the meaning of the Takeovers Code (the Code).
The Takeovers Panel (the Panel) has granted an exemption from rule 6(1) of the Code to Veritas Hill Limited (Veritas), a professional trustee company, in respect of any increase in its control of voting rights in MHIL resulting from its appointment as a trustee of the Boxer Hill Trust, the Michael Hill International Share Trust, and the Quinten Trust on 20 August 2009.
Shareholder approval under rule 7(c) of the Code was not sought by Veritas in respect of the appointment as trustee of the Boxer Hill Trust, the Michael Hill International Share Trust, and the Quinten Trust. Accordingly, it appears that Veritas may be in breach of the Code.
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption because—
any breach of the Code appears to have been inadvertent:
the shareholders of MHIL were not disadvantaged in not having the opportunity to vote on the appointment of Veritas as a trustee of the Boxer Hill Trust, the Michael Hill International Share Trust, and the Quinten Trust:
the appointment related to a reorganisation of private family trusts and the Code is not intended to inhibit the restructuring of family trusts that has no effect on the shareholders of a code company:
the exemption avoids unnecessary compliance costs that would be incurred if it were not granted.
