Forum Archive Index - October 2003

["James Sherbert" <james_sherbert@hotmail.com>]

Again, let me just preface this with "i'm not a lawyer, but...."

According to section 56 of the 2001 takeovers code ( 
www.takeovers.govt.nz/code ) ...

"Dominant owner through acceptances of offer :
1. If a person becomes the dominant owner by reason of acceptances of an 
offer (whether or not the dominant owner has also acquired equity securities 
under rule 36), the consideration payable in respect of equity securities in 
any class must be the same as the consideration provided under the offer for 
equity securities in the same class.
2. Subclause (1) applies only if acceptances of the offer were received in 
respect of more than 50% of the equity securities that were the subject of 
the offer in the class in respect of which the consideration is to be 
determined. "

Exceptions to this rule are outlined in Section 57 which goes on to state:

"Determination of consideration in other cases
1. If the consideration cannot be established under rule 56, the 
consideration specified in the acquisition notice—
a. must be a cash sum certified as fair and reasonable by an independent 
adviser; "

You can make up your own mind, but my understanding is that as this was an 
offer for more than 50% then section 56 applies.

Happy to be corrected.

JJJ


>From: Murray A <murray_a@clear.net.nz>
>Reply-To: sharechat@sharechat.co.nz
>To: sharechat@sharechat.co.nz
>Subject: Re: RE: [sharechat] TransRail - last few shares
>Date: Fri, 17 Oct 2003 17:18:58 +1300
>
>I asked the same question through the ask a broker archive and got this 
>reply "
>Unfortunately you're correct. If an acquisition achieves a 90% stake then 
>you receive a note from the registry and a cheque for your shares, (at the 
>takeover price)"
>so who,s right? i already sold mine though.
>murray
>

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