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The Takeovers Code governs all companies with 50 or more shareholders and 50 or more share parcels. It applies to any transaction where a person becomes the holder or controller of 20% or more of the voting rights in a Code Company, and any increase beyond that.

Kensington Swan’s Takeovers Code experts provide specialist advice to companies, investors, stock brokers, and other market participants. We pride ourselves on delivering successful outcomes. We can help you understand your obligations under the Code, whether you’re a Code Company, a substantial security holder, a holder of voting rights, or an offeror.

Takeovers advice

Takeovers are governed by certain rules. We can help you determine the scope of, and exceptions to, these fundamental rules.

We also advise on a range of other matters, including:

  • determining when the Code applies
  • obtaining approval from shareholders in accordance with the Code
  • the procedures to be followed in the course of a takeover
  • drafting takeover notices, offer documents, and target company statements.

Code Company takeovers

Should your objective be to take over a Code Company, whether on a friendly or hostile basis, we can advise you on the best strategy to reach your goal. If you find that you have failed to comply with the Takeovers Code, we can help. We appear before the Takeovers Panel at section 32 meetings, and appeared before the High Court in the first hearing ever to consider the Takeovers Code.

Recent experience

Oyster Bay Marlborough Vineyards Limited

We advised Oyster Bay, which was the subject of a highly contested partial takeover battle between Delegat’s Wine Estate Limited and Peter Yealands Investments Limited in 2005. These contested bids gave rise to New Zealand’s first High Court decision on the Takeovers Code. We represented Oyster Bay at the section 32 meeting before the Takeovers Panel and before the High Court.

We again advised Oyster Bay in 2011 when it was the subject of a successful full takeover offer by Delegat’s Wine Estate Limited.

Radius Properties Limited

We acted for Radius Residential Care Limited which raised issues with conduct around the offer by Montagu Investment Holdings Limited in it's takeover of Radius Properties Limited. This gave rise to the only section 32 meeting in 2013, where we represented Radius Care. 

Michael Hill International Limited (MHI)

We acted on the recent successful partial takeover by Hill family interests in MHI. The successful and smooth completion of the partial takeover benefited both the shareholders and ownership structure of MHI.

Utilico International Limited (UIL)

We acted for VIX International Limited on its successful takeover of UIL.

42 Below Limited

We advised Panache International Limited (a significant minority shareholder in 42 Below Limited and the North American distributor for 42 Below) on a variety of issues arising from the purchase by Bacardi of all the shares in 42 Below Limited. This included the termination of Panache’s distribution agreement and the sale of Panache’s shares to Bacardi in a manner that complied with the Code.


We acted on the successful takeover of Hirequip. The takeover facilitated a cost-effective and value-enhancing means of distributing to shareholders the residual assets of HQP following its sale of its operating business.

Related legal services

Mergers and acquisitions
Private equity and venture capital
Security markets and NZX
Competition and anti-trust law
Overseas investment

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