Financial Markets Conduct (Takeovers Panel) Exemption Notice 2025

The Notice exempts the Takeovers Panel (the Panel) from sections 276 to 279 of the Financial Markets Conduct Act 2013 (the FMC Act) in respect of substantial product holding disclosures to the extent that the Panel has a relevant interest in quoted voting products of a listed issuer, which arises as the result of an enforceable undertaking or deed poll and results in the Panel having a substantial holding in the listed issuer (as defined in section 274 of the FMC Act). The substantial holding would only arise by virtue of the Panel having the ability to enforce an enforceable undertaking or deed poll for the purposes of enforcing compliance with the Takeovers Code, or in relation to their role in schemes of arrangement under the Companies Act 1993.  It would not be related to normal trading in the market or any other activity, the deterrence of which is the purpose of the substantial holding disclosure provisions as set out in section 273 of the FMC Act.

In these circumstances, the granting of the exemption is necessary or desirable in order to promote the purposes of the FMC Act. Specifically, the exemption will promote the confident and informed participation of businesses, investors, and consumers in the financial markets by reducing the potential for uncertainty and confusion as to the nature of the Panel’s interest in respect of any substantial holdings in listed issuers.  The exemption will also promote flexibility in the substantial holdings disclosure regime for an issue that appears to arise as an unintended consequence. The FMA considers that the exemption is not broader than is reasonably necessary to address the issues which gave rise to the exemption.

Download Financial Markets Conduct (Takeovers Panel) Exemption Notice 2025 [PDF 263KB]