New Zealand Law Society - Law change amends Takeovers Code threshold

Law change amends Takeovers Code threshold

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New legislation came into effect on 13 January 2020, amending the threshold at which the Takeovers Code applies to unlisted companies.

The Regulatory Systems (Economic Development) Amendment Act (No 2) 2019 received the Royal assent on 13 November 2019, coming into force immediately after the expiry of a two-month period after that date.

Now, in addition to more than 50 shareholders/share parcels, an unlisted company must have total assets of at least $30 million or total revenue of at least $15 million at the end of the company's most recent accounting period.

With the new legislation in effect, the Takeovers Code (Small Code Companies) Exemption Notice 2016 has been revoked.

The Takeovers Panel has updated its guidance for unlisted Code companies. The guidance expresses the Panel’s view on the meanings of “medium-sized” and “shareholders”, to assist companies to understand whether the Code applies to them. It also indicates how the Code might impact unlisted Code companies.

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