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Further Takeovers Code relief for small companies

Published: 29th May 2017

Author: Andrew Wallace, Lowndes Jordan

The Takeovers Panel has recommended to the Minister of Commerce and Consumer Affairs that three substantive and numerous technical changes be made to the Takeovers Code.

The main change proposed is that the definition of ‘Code Company’ will only capture companies that, together with their subsidiaries, have a total annual revenue of at least $15 million, or assets of $30 million, at the end of the most recent accounting period. This will exclude small unlisted companies, and will remove the disproportionate cost of Code-compliance for them, while retaining appropriate restrictions for larger and listed companies.

Two other important changes are:

  1. ‘Days’ in the Code: Amending the Code to state timing obligations in ‘working days’ in line with other legislation, such as the Companies Act 1993, rather than in ‘days.’ Amending the timing rules to refer to ‘working days’, which will exclude weekends, public holidays and the Christmas/New Year period, will address practical issues, including the potential for interested parties to be subject to tight timeframes where takeovers take place over holiday periods.
  2. Electronic access for shareholders: Amending the Code to facilitate electronic communication and the public availability of Code documents by:
  • Requiring target companies to provide offerors with the email addresses of shareholders who have provided them to the target for the purposes of receiving documents electronically
  • Requiring that Code-regulated communications by a target or offeror are made electronically, subject to the target, the offeror or an affected shareholder having the right to request hard copy communications, and
  • Allowing the Takeovers Panel to publish Code-regulated documents on the Panel’s website.

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