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Offers of Securities in Takeover Bids

TABLE OF CONTENTS

PART I    INTRODUCTION

PART II   BACKGROUND

• The Securities Act 1978
• Takeover Offers
• The Takeovers Code
• Takeover regulation in Australia and the United Kingdom
• What regulation applies if no exemption is granted?

PART III    PROPOSALS

• Proposal One
• Proposal Two
• Proposal Three
• Proposal Four

PART IV    CONSEQUENCES OF EXEMPTIONS

• Registered prospectus
• Investment statement

PART V    COMMISSION PREFERENCE

APPENDIX A    Discussion Questions

APPENDIX B    Details of Proposal Two

The Securities Commission is an independent statutory body established under the Securities Act 1978. It has power to exempt any person or class of persons from compliance with various provisions of the Securities Act and the Securities Regulations 1983.

This paper raises the question whether the Commission should grant an exemption in respect of securities offered as part of a takeover bid under the Takeovers Code, and presents a number of options for consideration. We invite comment on the matters raised in this paper.

The Securities Commission is subject to the Official Information Act 1982. It is the Commission's practice to make available to third parties any submissions that it has received if it is requested to do so under the Act.

If you do not want your submission to be passed on to third parties, and consider that there is good reason under the Act for us to withhold it, please let us know.

If we do not receive a request to treat a submission as confidential for the purposes of the Act, we may make your submission available to third parties if requested.

Securities Commission
12th Floor, Reserve Bank Building
2 The Terrace
PO Box 1179
WELLINGTON

Ph (04) 472 9830
Fax (04) 472 8076
E mail seccom@seccom.govt.nz
Web site www.seccom.govt.nz