New Zealand Law Society - Takeovers Panel comments on NZ Oil & Gas scheme complaints

Takeovers Panel comments on NZ Oil & Gas scheme complaints

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The Takeovers Panel has released a statement on complaints from various shareholders of New Zealand Oil & Gas Ltd (NZO) in relation to the proposed acquisition of minority interests in NZO by O.G. Oil & Gas Pte Ltd under a scheme of arrangement.

The Panel says that based on the information provided to it, it considers that, given the clarifying disclosures it has now received, the disclosure to NZO shareholders complies with the Takeovers Code. Accordingly it does not intend to take further action at this stage, it says.

"The Panel considered whether opinions expressed by Northington Partners in its independent adviser’s report, and by the NZO independent directors’ committee (the IDC), were misleading or deceptive for the purposes of the Takeovers Code," it says.

"In accordance with the Panel’s published guidance, the Panel reached the view that the majority of complaints appear to relate to matters of opinion where different views might honestly and reasonably be held.

"The Panel did, however, request that the IDC make certain clarifying disclosures to NZO shareholders in respect of certain complaints. Those disclosures have been made."

The Panel says it will consider any further complaints which are made and/or requests to hold a meeting under section 32 of the Takeovers Act 1993.

"In accordance with its usual practice, the Panel makes no comment on the merits of the Scheme," it says.