New Zealand Law Society - Exemption for small unlisted Code companies in force

Exemption for small unlisted Code companies in force

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A new exemption for "small" unlisted Code companies came into force on 1 December 2016.

The Takeovers Code (Small Code Companies) Exemption Notice 2016 extends the scope of the original exemption to any person who increases their holding or control of voting rights in a small Code company - not only as the result of an allotment (which was covered in the original exemption), but also as a result of an acquisition of voting securities in the small Code company, or as a result of a buyback of voting securities carried out by the small Code company.

The exemption allows the small Code company to opt out of full Code compliance for the transaction.

A "small Code company" is a Code company which does not come within paragraph (a) of the definition of Code company in section 2A(1) of the Takeovers Act 1993 and, at the relevant time, has together with its subsidiaries total assets which do not exceed $20 million.