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Offers of Securities in Takeover Bids

APPENDIX A - DISCUSSION QUESTIONS

Question One
Should any exemptions be granted in respect of some or all of the offers which will, after 30 June, be covered by the Takeovers Code?

Question Two
If any such exemption is to be granted, should we distinguish between classes of issuers?

Question Three
If so, is listing or quotation on the New Zealand Stock Exchange an appropriate criterion for establishing a class?

Question Four
If listing on the New Zealand Stock Exchange is accepted as the basis for an exemption, should the exemption only apply to quoted securities?

Question Five
Should the Commission grant an exemption for listed offerors and issuers from the requirement to register a prospectus?

Question Six
Should the Commission grant an exemption for any other issuers from the requirement to register a prospectus?

Question Seven
If an exemption is granted from the requirement to register a prospectus, what types of information should offerors be required to provide?

Question Eight
Should an exemption be granted for listed issuers from the requirement to make the offer in an investment statement?

Question Nine
Would the information required in an investment statement be useful in a takeover situation?

Question Ten
Would providing information equivalent to that required in an investment statement in another document be as useful as an investment statement?

Question Eleven
Should the process of an exemption be left to the Takeovers Panel, as suggested in Proposal One?

Question Twelve
Do the suggestions in Appendix B in relation to Proposal Two prevent duplication of information and the disclosure of information which may otherwise be inappropriate?

Question Thirteen
Are there other provisions in the Securities Regulations that may usefully be the subject of an exemption other than those listed in Appendix B?

Question Fourteen
If the Commission were to adopt Proposal Three, should it use the class set out in that proposal, or that set out in clause 18(1) in the Schedule 1 of the Code, or some other alternative?

Question Fifteen
Should other material than that listed in Proposal Three be required in a short form prospectus? If so, what? Should this include a general requirement to disclose "other material matters" in the form provided in the Schedules to the Securities Regulations?

Question Sixteen
Would such an exemption as set out in Proposal Four provide sufficient disclosure for potential investors? Would it provide an adequate basis for regulating an offer of securities made as part of a takeover offer?

Question Seventeen
Would arbitrage questions arise if amalgamations and takeovers were regulated in a different way?

Question Eighteen
If Proposal Four were adopted, should it apply to a more broadly defined class of securities?

Question Nineteen
Is it of concern that an exemption from the requirement to register a prospectus would remove some of the statutory grounds for prosecution, civil action or Commission intervention under Part II of the Securities Act?

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