Takeovers Act 1993

2AB: Extended meaning of code company for purpose of completing code-regulated transactions

You could also call this:

"What happens to a company's rules when it's no longer a code company"

Illustration for Takeovers Act 1993

You are part of a company that is no longer a code company as defined in section 2A(1) due to a transaction or event. The company is still treated as a code company until the transaction or event is complete. This means all requirements of the code must be met. You need to complete the transaction or event, which includes following the compulsory acquisition rules in Part 7 of the code if a person becomes a dominant owner. A dominant owner is someone who has 90% or more of the voting rights in the company. The company can become a code company again under section 2A(1) even if it is not one now. The rules about dominant owners and completing transactions are important for code companies. These rules help make sure everything is done fairly and correctly. You should understand what it means to be a dominant owner and how it affects the company.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=LMS305341.

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2A: Meaning of code company, or

"What is a code company in New Zealand law?"


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2B: Transitional, savings, and related provisions, or

"Rules to help change to the new law work smoothly"

2ABExtended meaning of code company for purpose of completing code-regulated transactions

  1. This section applies if a company ceases to be a code company within the meaning of section 2A(1) as the result of, or during, a transaction or an event regulated under the takeovers code.

  2. The company continues to be treated as a code company for the purpose of completing the transaction or event, until the transaction or event is complete and all requirements of the code in relation to the transaction or event have been complied with.

  3. For the purposes of subsection (2), if, as a result of the transaction or event, a person becomes a dominant owner in the company, completing the transaction or event includes applying the compulsory acquisition rules in Part 7 of the code (and the transaction or event is not complete until those rules are applied).

  4. Subsection (2) does not prevent the company from again becoming a code company under section 2A(1).

  5. In this section,—

  6. dominant owner, in relation to a company, means a person who becomes the holder or controller, or 2 or more persons acting jointly or in concert who become the holders or controllers, of 90% or more of the voting rights in the company (whether by reason of acceptances of an offer or otherwise):
    1. words or expressions used in the definition of dominant owner have the same meanings as they have in the takeovers code:
      1. a reference to rules in Part 7 of the code includes any other rules that, with or without modification, replace or correspond to those rules.
        Notes
        • Section 2AB: inserted, on , by section 118 of the Regulatory Systems (Economic Development) Amendment Act 2019 (2019 No 62).