New Zealand Law Society - Takeovers Panel reports slight reduction in transactions

Takeovers Panel reports slight reduction in transactions

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The Takeovers Panel dealt with slightly fewer transactions in 2016/17 than in the previous year, the Panel's annual report for the year to 30 June 2017 states.

It says although the first eight months of the year were very busy with transactions, including several unsolicited transactions, the final third of the year was "very quiet".

The number of Code-regulated transactions over the year, at 16, was lower than the 20 transactions in the year to 30 June 2016.

"Nine of these transactions were acquisitions or allotments of parcels of shares, approved by shareholders at a meeting of the Code company, and seven were takeover transactions.

"In addition there were four transactions structured as schemes of arrangement (Code company schemes) under the Companies Act 1993, taking the total number of transactions overseen by the Panel to 20."

The report says that the greater flexibility of the regulatory requirements for schemes, as compared with more prescriptive rules under the Takeovers Code, can made Code company schemes an attractive vehicle for complex transaction structures.

"The Panel has noted an increase in scheme related activity following the implementation of the Code company scheme provisions in the Companies Act in 2014. The Panel's role for Code Company schemes is to ensure that shareholders in a scheme of arrangement receive a level of disclosure similar to that which they would have received in a takeover regulated by the Takeovers Code."

The Panel says the Code company schemes regime has bedded in well and is functioning as expected.

Unsolicited takeovers

No major enforcement actions were taken over the year, even though a number of the takeover transactions were "unsolicited" in that the target company board recommended that shareholders decline the respective offers.

"Although the unsolicited transactions were the subject of a high number of complaints, no complaints made to the Panel resulted in the holding of a hearing under section 32 of the Takeovers Act (none held in 2015/16)."