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Handy Guide for Directors on Compliance with Takeovers Code

Handy Guide for Directors about Compliance with Takeovers Code

The Takeovers Panel has published a Basic Guide for Directors about the Takeovers Code.

David Jones, the Chairman of the Takeovers Panel, said “the Guide is designed to assist directors with their oversight of transactions which may have an effect on the control of their company. These transactions include not only takeover offers but also the more common company transactions, such as rights issues, share buybacks, and acquisitions by or allotments to major shareholders in the company”.

The Basic Guide for Directors explains how to identify whether the company is actually covered by the Code and, if it is, whether a transaction will be covered by the Code.

The launch of the Basic Guide for Directors follows on from the launch late last year of the Basic Guide for Shareholders and a series of easy to read Fact-Sheets for Shareholders. The Takeovers Panel published these to help shareholders understand their rights under the Takeovers Code.

CEO of the Institute of Directors, Dr William Whittaker, congratulated the Takeovers Panel on the guidance for directors: "The Basic Guide for Directors is a practical resource for directors to gain greater familiarity with the Takeovers Code and the Panel. We welcome this contribution to director education and the Guide will be available on the IoD website”.

CEO of the Ministry of Business, Innovation and Employment, David Smol, welcomed the Panel’s initiative in producing this free booklet. He noted that the Takeovers Code is part of the regulatory framework that strengthens the integrity of New Zealand’s capital markets. “Helping company directors to better understand their roles and obligations in the capital markets makes good sense. This aligns with the Government’s Business Growth Agenda which includes creating high-performing capital markets”, Mr Smol said.

The Basic Guide for Directors is freely available for downloading on the website of the Takeovers Panel (


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