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Ref: 700-100 / 337679

SubmissionsTemplate: Takeovers Panel Consultation Paper
“Proposed Amendments to the Takeovers Code”
The Panel invites you to make your submissions by responding to the questions below (which are the same as those set out in the Consultation Paper). You are welcome to make your submissions directly in the text boxes below.
Name
Firm
Address
Phone
E-mail address / The above details are optional
SECTION ONE: Substantive Amendments
Reducing the cost of Code Compliance for “Small Code Companies”
Q1 / What are your views on whether the Code prevents small companies from raising capital or undertaking other share transactions? Please give examples.
Q2 / Do you agree with the Panels’ estimates of the costs of transactions (see paragraph 12 of the Consultation Paper) under the Code?
Q3 / Given the current policy settings for the capital markets, do you agree that the costs outweigh the benefits of Code compliance for small unlisted Code companies? Please give your reasons.
Q4 / Do you agree with the Panel’s view that Option 2 (the “Code light” regime described in paragraphs 29 to 34 of the Consultation Paper) would increase the overall complexity of the Code for small Code companies? Please give your reasons.
Q5 / Do you agree with Option 3 (change the definition of “Code company to exclude small-by-value unlisted companies” as set out in paragraphs 43 – 46 of the Consultation Paper)? Please give your reasons.
Q6 / Do you agree with the proposed transitional arrangements for the Option 3, the preferred option, set out in paragraph 41 of the Consultation Paper?
Q7 / Do you have a proposal (that the Panel has not included) that would better reduce compliance costs and also meet the Panel’s other Policy Objectives? If so, please provide the possible key features of that proposal and some analysis of how it would meet the Panel’s Policy Objectives.
“Days” in the Code
Q9 / Do you have experience of detrimental effects being caused by takeovers or compulsory acquisitions occurring over a holiday period? If yes, please describe the detriment caused, and to whom, and give your views as to how the Code’s timing rules caused this detriment.
Q10 / Do you agree with the Panel’s analysis of Option 1 (maintaining the status quo as found in paragraphs 63 to 66 of the Consultation Paper)? If not, please give your reasons.
Q11 / Do you agree with the Panel’s view that there would be no real benefit to amending the Code to the effect that takeovers, and compulsory acquisitions involving a voluntary sale process, occurring over the Christmas holiday period are given extra days? Please give your reasons.
Q12 / Do you agree with the preferred Option (stating timing provisions as “working days” as described in paragraphs 71 to 76 of the Consultation Paper)? Please give your reasons. If you have a proposal that would better resolve the problem, please provide its key features and your analysis of how it would meet the Panel’s policy objectives.

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Ref: 700-100 / 337679

Electronic Access for Shareholders
Q13 / Do you agree that there is a problem regarding low usage of electronic communications under the Code? Please give your reasons.
Q14 / Do you agree with the Panel’s preferred Option (introducing electronic communication as described in paragraphs 91 to 95 of the Consultation Paper)? Please give your reasons, particularly if you disagree.

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Ref: 700-100 / 337679

SECTION TWO: Technical Amendments of low policy content
Q15 / Do you agree with the Panel’s suggested resolution of each of the following low policy content amendments? If not, please explain why.
Offer documents
(a)Controller of the offeror
(b)Clause 14, Schedule 1
(c)Multiple transactions
(See paragraphs 100 – 118)
Target company statements
(d)Related company of Offeror
(e)Copies of reports
(See paragraphs 119 – 134)
Notices of meeting
(f)Persons increasing control
(See paragraphs 135 – 145)
Compulsory acquisition
(g)Rule 3A(2)
(See paragraphs 146 – 153)
Communications
(h)Access to share register
(See paragraphs 154 – 158)
Timing
(i)Timing rules
(See paragraphs 159 -168)

Submissions should be sent by 5.00 p.m. Friday 2 December 2016by replying to the email sent to you from , or by post, for the attention of Rebecca McAllum, to Takeovers Panel, Level 3, Solnet House, 70 The Terrace, P O Box 1171 WELLINGTON 6011.