INFORMATION ASKED

Press, Volume CIII, Issue 30632, 24 December 1964, Page 3

INFORMATION ASKED

The Registrar of Overseas Take-overs has given details of the procedure to be followed by overseas persons making or proposing to make an offer which would give them control of 25 per cent or more of the voting power of a New Zealand company if accepted.

The definition of an overseas person in these regulations covers persons not ordinarily resident in New Zealand, companies incorporated outside New Zealand or their New Zealand subsidiaries and New Zealand companies in which 25 per cent or more of the voting power is controlled by overseas persons. The regulations set out the information which should accompany the notice to the registrar. Much of this information is the same as is required by the Companies Amendment Act 1963 in respect of any takeover offer.

It includes:— (a) The name, occupation

and address of each offerer. (b) If the offererer is a company, its registered office, the names, addresses and occupations of its directors, a summary of its principal activities, its issued and paid-up capital, and a copy of its latest report and accounts; if it is a subsidiary of another company, the name and registered office of its holding company. (c) An estimate of the total amount in cash, shares or otherwise expected to be paid if the offer is accepted and the proportions of the total likely to be paid in cash, shares or other considerations. The specific amount being offered for each share need not be mentioned.

(d) If the whole or part of an offer is in cash, whether it will come from overseas or from funds held in New Zealand and the period within which payment will be made.

(e) If the offer is for any other consideration, the period within which it will be received and if there is an exchange of shares, whether or not the shares offered are fully paid, with, if applicable, details of any calls proposed. (f) The date of the offer, If it has been made and whether or not it is conditional on acceptances in respect of a minimum number of shares. (g) The number of shares in the offeree company to which the offerers or any subsidiary or holding company of an offerer company, or any other subsidiary of the offerer’s holding company is beneficially entitled or will be entitled under any option or agreement

(h) Particulars of any shares which the offerer holds in any New Zealand company for whose shares an offer is now being made. NOTICE REGISTERED On receipt of the necessary information, the notice will be registered and, as mentioned by the Minister, the offerer will be notified within 14 days of the date of registration whether further consideration of the offer is required, and, if such consideration is deemed necessary, he will be notified within a further four weeks whether or not the offer is consented to. Unless the offerer has been notified by the registrar that no further consideration is required or that consent of the Minister has been given before the formal offer to shareholders is made, that offer must specify that it will not become effective until the offerer notifies every offeree that it has become effective in terms of the regulations. If consent is refused by the Minister the offer is deemed to be revoked. DECLARED VOID

Where offers are made by or on behalf of overseas persons and notice has not been given to the registrar or the Minister’s consent has been refused, any contract for the sale of shares resulting from the acceptance of the offer, and any consequent transfer of shares will be unlawful and void.

Power is given to enable the directors of the offeree company to refuse to register any transfer if they have reasonable cause to believe that the transfer is unlawful.

If there are any exchange control aspects involved in any take-over offer, the registrar will cover these in his reply to the company making the offer.

The registrar need not be notified of any take-over offer by an overseas person which has been formally made to shareholders before December 24, 1964. If no normal offer has been made, the procedures will apply.