Statement of reasons

This notice applies to acts or omissions occurring on or after 29 July 2005.

The Takeovers Panel has granted an exemption from rule 6(1) of the Takeovers Code (the Code) to High Glory Investments Limited (HGI), persons who would control shares of BIL Finance Limited (BIL Finance) through HGI, and HGI's subsidiaries, in respect of any increase in the percentage of voting rights in BIL Finance that they hold or control as a result of the acquisition of shares in BIL International Limited (BIL International).

This notice revokes the similar exemption granted earlier in August 2005 to HGI and every wholly owned subsidiary of HGI (see SR 2005/240).

The present notice exempts both—

• •HGI; and

• •the upstream parties of HGI and its subsidiaries who would hold or control voting rights in BIL Finance as a result of HGI's offer for BIL International.

HGI's offer for BIL International was made by HGI in an offer document dated 3 August 2005 in accordance with the Singapore Takeovers Code.

BIL Finance is a wholly owned subsidiary of BIL International. Accordingly, if HGI's offer for BIL International is successful, HGI and other persons who are the holders or controllers of voting rights in HGI would obtain voting control of BIL Finance, a New Zealand code company.

The Takeovers Panel considers the granting of the exemption is appropriate and consistent with the objectives of the Code because—

• •BIL Finance is a code company by virtue of its listing agreement with New Zealand Exchange Limited (although the only securities that are quoted are its capital notes):

• •all voting securities of BIL Finance are controlled by BIL International:

• •there are no shareholders in BIL Finance requiring the protection of the Code in respect of any change of control of BIL International:

• •BIL International is not a code company. The protection of BIL International's shareholders is a matter for the jurisdiction of the country where it is registered or has its primary listing.