Takeovers Amendment Act 2001

1: Title
1: This Act is the Takeovers Amendment Act 2001.
2: In this Act, the Takeovers Act 1993 the principal Act
2: Commencement
1: This Act (except section 12
2: Section 12
3: Short Title and commencement
Section 1 subsection (3)
3: Section 17 and Part III
4: Interpretation
Section 2(1) Registrar Companies Act 1993 Securities Commission section 9 of the Securities Act 1978
5: New
sections 7A to 7C
1: The principal Act is amended by inserting, after section 7
7A: Chairperson may direct Panel to sit in divisions
1: Subject to subsection (2)
2: The Chairperson must not direct a separate division of the Panel to exercise—
a: any power in connection with the performance of its functions under paragraph (a) or paragraph (b) of section 8(1)
b: the power of the Panel to grant an exemption under section 45(1)(b)
3: The Chairperson may revoke or amend a direction given under subsection (1)
4: Every direction, amendment, or revocation, of a direction must be in writing signed by the Chairperson.
7B: Membership and Chairperson of division
1: Each division must consist of members assigned to it by the Chairperson.
2: If the members appointed to a division do not include either the Chairperson or the Deputy Chairperson, the Chairperson must nominate 1 of those members as Chairperson of that division.
3: If the Chairperson of a division is absent from a meeting of the division, the members present must appoint 1 of themselves as Chairperson of the division for the purposes of that meeting.
7C: Powers of division
1: For the purposes of determining any matter or class of matter specified in a direction under section 7A
a: the Panel is deemed to consist of the division of the Panel specified in the direction; and
b: the powers of any such division are not affected by any changes or vacancies in its membership.
2: A division of the Panel may exercise powers of the Panel under this Act even though another division of the Panel is exercising powers of the Panel at the same time.
2: Section 10 subsection (3)
3: Every meeting of the Panel or of a division of the Panel held for the purposes of section 13 or section 32
a: the Chairperson of either the Panel or the division of the Panel (as the case may be) if the person is a barrister or solicitor of at least 7 years' practice; or
b: a member of the Panel or the division of the Panel (as the case may be) who is a barrister or solicitor of at least 7 years' practice if paragraph (a)
6: Delegation of certain powers by Panel
Section 14(2) of this Act or section 45(1)
7: New
section 15A The principal Act is amended by inserting, after section 15
15A: Sharing of information with Securities Commission
1: The Takeovers Panel may communicate to the Securities Commission any information that the Takeovers Panel—
a: holds in relation to the exercise of the Panel's powers or the performance of its functions and duties; and
b: considers may assist the Securities Commission in the exercise of the Commission's powers or the performance of its functions and duties.
2: The Takeovers Panel may use any information communicated to it by the Securities Commission under section 17A of the Securities Act 1978
3: This section applies despite anything to the contrary in any enactment, contract, deed, or document.
8: New
section 17A The principal Act is amended by inserting, after section 17
17A: Panel deemed to be public authority
1: The Panel is deemed to be a public authority for the purposes of the Inland Revenue Acts.
2: In this section, Inland Revenue Acts section 3(1) of the Tax Administration Act 1994
9: New
Part 2A The principal Act is amended by inserting, after section 31
2A: Registrar's powers of inspection
Inspection
31A: Power of Registrar to inspect documents
1: The Registrar, or any person authorised by the Registrar, may, for the purposes of Part III
a: require any person to produce for inspection any document kept by that person:
b: inspect and make records of a document referred to in paragraph (a)
c: for the purpose of making records of any such document, take possession of the document and remove it from the premises where it is kept, for such period of time as is reasonable in the circumstances.
2: The Registrar must not authorise a person to carry out an inspection under subsection (1)
3: A person authorised by the Registrar to carry out an inspection under subsection (1) 1978 No 103 s 67(1)
31B: Panel to request or approve inspection
1: The Registrar, or any person authorised by the Registrar, must not do any of the things listed in section 31A(1)(a) to (c)
2: A request or approval of the Panel under subsection (1)
a: must be made for the purposes of Part III
b: may relate to a particular case or limited class or classes of cases specified by the Panel.
3: In determining whether to make a request or approval under subsection (1)
4: The fact that the Registrar, or any person authorised by the Registrar for the purposes of section 31A subsection (1) 1978 No 103 s 67(2), (4)
31C: Disclosure of information from inspection
1: On the direction of the Registrar, a person who has made an inspection under section 31A
a: any person specified by the Registrar for the purposes of—
i: Part III
ii: exercising powers conferred by this Act:
iii: detecting and prosecuting offences against any other Act; but those records and information are not admissible in any criminal proceedings against the person from whom the records or information were acquired or any person to whom they relate:
b: a liquidator for the purposes of the liquidation of a company:
c: the Official Assignee for the purposes of a bankruptcy.
2: The Minister or the Panel may, by written notice, require the Registrar to give a direction under subsection (1)
3: This section is subject to section 13 1978 No 103 s 67(5), (6)
31D: Powers not limited
Sections 31A, 31B, and 31C Companies Act 1993 1978 No 103 s 67(7)
31E: Non-disclosure of information from inspection
A person must not communicate to any other person any information acquired in the course of an inspection under section 31A
a: in accordance with section 31C
b: for the purposes of this Act; or
c: in accordance with the Official Information Act 1982 Privacy Act 1993
d: in the course of any criminal proceedings. 1978 No 103 s 67A(1) Offences
31F: Offences
1: Every person commits an offence who—
a: refuses or fails to produce any document for inspection when required to do so under section 31A
b: resists, obstructs, deceives, or attempts to deceive the Registrar, or any person authorised by the Registrar, in carrying out an inspection under section 31A
c: is not authorised by the Registrar to make an inspection under section 31A
d: contravenes section 31E
2: Every person who commits an offence against subsection (1) 1978 No 103 ss 60(1)(a)-(c), 67A(2) Appeals
31G: Rights of appeal
A person who is aggrieved by an act or decision of the Registrar, or of any person authorised by the Registrar, under any of sections 31A to 31C 1978 No 103 ss 68(1), 69A(1)
31H: Time for appeal
An appeal under section 31G
a: within 21 days of the date on which the person was notified of the act, decision, or refusal; or
b: within any longer time allowed by the Court. 1978 No 103 ss 68(1), 69A(1)
31I: Situation while appeal pending
While any appeal made under section 31G
a: the Registrar, or any person authorised by the Registrar, may continue to exercise his or her powers under any of sections 31A to 31C
b: No person is excused from fulfilling his or her obligations under any of those sections by reason of the appeal; and
c: information that is obtained as a result of an inspection to which the appeal relates is not admissible as evidence in any criminal proceedings against the person to whom the information relates. 1978 No 103 s 68(3)
31J: Determination of appeal
The Court must determine the appeal by either dismissing the appeal or giving such directions or making such determination in the matter as it thinks fit. 1978 No 103 ss 68(2), 69A(2)
31K: Requirements where appeal allowed
To the extent that an appeal in respect of an act or decision of the Registrar, or any person authorised by the Registrar, under any of sections 31A to 31C
a: the Registrar must ensure that, as soon as practicable after the decision on the appeal is given, all records made by the Registrar, or by a person authorised by the Registrar, under section 31A(1)(c)
b: No information acquired under paragraph (a) or paragraph (b) of section 31A(1) 1978 No 103 s 68(3)
10: Panel may grant exemptions
1: Section 45 subsection (1)
1: The Panel may, in its discretion and on such terms and conditions (if any) as it thinks fit,—
a: exempt any person from compliance with any provision of the Takeovers Code; and
b: exempt, from compliance with any provision of the Takeovers Code,—
i: any class of persons:
ii: any class of transactions:
iii: any class of offers.
2: Section 45(2) An exemption under subsection (1)(a)
3: Section 45 subsection (2)
2A: An exemption under subsection (1)(b)
4: Section 45 subsection (4)
4A: The Panel's reasons for granting an exemption under subsection (1)
a: why it is appropriate that the exemption is granted; and
b: how the exemption is consistent with the objectives of the Takeovers Code.
11: Regulations
1: Section 46(a)
2: Section 46 paragraph (c)
c: prescribing the fees and charges payable, or the rate at which fees and charges are to be calculated, for the purposes of this Act:
ca: without limiting paragraph (c)
i: in connection with the exercise by the Panel of any power or function conferred on it by this Act:
ii: on an application to the Panel to exercise any power or function conferred on it by this Act:
cb: authorising the Panel to require payment of any costs incurred by the Panel: .
12: New
sections 47 to 49
1: The principal Act is amended by repealing Part 4
47: Amendment to
Official Information Act 1982 The Official Information Act 1982 First Schedule Takeovers Panel
48: Amendment to
Public Finance Act 1989 The Public Finance Act 1989 Fourth and Sixth Schedules Takeovers Panel
49: Repeal of
Companies Amendment Act 1963
1: The Companies Amendment Act 1963
2: Despite subsection (1) Part I of the Companies Amendment Act 1963 section 4 of the Companies Amendment Act 1963
2: Section 3(2)(c) Securities Act 1978
13: Schedule amended
1: Clause 4 subclause (2)
2: Meetings of the Panel must be held at such places, dates, and times, and by such methods, as the Chairperson determines.
2A: A meeting of the Panel may be held either—
a: by a quorum of members being assembled together at the place, date, and time appointed for the meeting; or
b: by means of audio, or audio and visual, communication by which a quorum of members can simultaneously hear each other throughout the meeting.
2: Clause 6(3) Panel, or, of a division of the Panel, as the case may be,