This notice is the Securities Act (Rights, Options, and Convertible Securities) Exemption Notice 2002.

This notice comes into force on 1 October 2002.

This notice expires on the close of 30 September 2007.

(1) In this notice, unless the context otherwise requires,—

(2) In this notice, a reference to an option, share warrant, convertible note, preference share, or preference unit includes a reference to a security that is in the nature of an option, share warrant, convertible note, preference share, or preference unit.

(3) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

(1) Every person is exempted from section 37 of the Act in respect of any equity securities that are, or are to be, allotted—

• (a) by an issuer that meets the requirements in clause 8; and

• (b) under the terms of, or on the exercise by any person of a right conferred by, any convertible security.

(2) In this clause, convertible security means any previously allotted option, share warrant, convertible note, or preference share.

(1) Every person is exempted from section 37 of the Act in respect of any units that are, or are to be, allotted—

• (a) by an issuer that meets the requirements in clause 8; and

• (b) under the terms of, or on the exercise by any person of a right conferred by, any convertible security.

(2) In this clause, convertible security means any option, convertible note, or preference unit that was allotted on or after 1 October 1997.

(1) Every person is exempted from section 37A of the Act in respect of any equity securities that are, or are to be, allotted—

• (a) by an issuer that meets the requirements in clause 8; and

• (b) under the terms of, or on the exercise by any person of a right conferred by, any convertible security.

(2) In this clause, convertible security means any option, share warrant, convertible note, or preference share that was allotted before 1 October 1997.

(1) The requirements referred to in clauses 5 to 7 are that—

• (a) the issuer of the new security and the issuer of the convertible security must be the same person; or

• (b) the following circumstances must apply:

  • (i) the issuer of the convertible security was a wholly-owned subsidiary of the issuer of the new security at the time the convertible security was offered and allotted and is also a wholly-owned subsidiary of the issuer of the new security at the time of the offer and the allotment of the new security; and

  • (ii) equity securities or units (as the case may be) issued by the issuer of the new security were at the time of the offer and allotment of the convertible security, and are also at the time of the offer and allotment of the new security, quoted on the NZSE; and

  • (iii) the convertible security was quoted on the NZSE on allotment and remains quoted for the period it is current; and

  • (iv) the new security is quoted on the NZSE on allotment.

(2) In clauses 8 and 9, new security means the equity security or unit referred to in clause 5(1) or clause 6(1) or clause 7(1), as the case may be.

(1) Each exemption in clauses 5, 6, and 7 is subject to the condition that the convertible security has been allotted under a registered prospectus that contains particulars of all material matters relating to the offer of the new security.

(2) Each exemption in clauses 5, 6, and 7 is subject to the further condition that, before allotment of the new security and before the exercise of any right conferred by the convertible security, the following documents have been sent to every person who was, at the time the financial statements were sent, a registered holder of the same class of convertible security in respect of which the new securities are allotted or a right is exercised:

• (a) a copy of the most recent audited consolidated statement of financial position and audited consolidated statement of financial performance of the issuing group or the scheme (as the case may be) that comply with the provisions of the Financial Reporting Act 1993 relating to financial statements (or, if applicable, group financial statements) and with the provisions of any other enactment to which the issuer is subject; and

• (b) if the date of allotment of the new security or the date of the exercise of any right conferred by the convertible securities would be later than 9 months after the date of the statement of financial position referred to in paragraph (a),—

  • (i) an interim consolidated statement of financial position as at the end of, and an interim consolidated statement of financial performance for, a period commencing on the day after the date of the statement of financial position referred to in paragraph (a) and ending on a date that is not later than 9 months after that date that comply with the provisions of the Financial Reporting Act 1993 relating to financial statements (or, if applicable, group financial statements) and with the provisions of any other enactment to which the issuer is subject (except in each case that they need not be audited); and

  • (ii) a statement containing a description of the issuing group or the scheme (as the case may be).

(3) Each exemption in clauses 5, 6, and 7 is subject to the further condition that the date of the allotment of the new security under the terms of, or the exercise of any right conferred by, the convertible security is not more than 9 months after the date of the statement of financial position or interim statement of financial position, as the case may be, referred to in subclause (2).

Every person is exempted from section 37A(1)(a) of the Act in respect of any allotment of securities to any subscriber for those securities in whose favour an offer of those securities (being an offer of securities to which regulation 4(1)(a) of the Regulations applies) has been renounced.

(1) Every person is exempted from section 37A(1)(a) of the Act in respect of the allotment of any new security if—

• (a) securities issued by the issuer of the new security of the same class as the new security,—

  • (i) at the time of the offer and allotment of the convertible security, were quoted on the NZSE; and

  • (ii) at the time of the offer and allotment of the new security, are quoted on the NZSE; and

• (b) the convertible security—

  • (i) was quoted on the NZSE on allotment; or

  • (ii) was quoted on the NZSE after allotment and an application for its quotation on the NZSE had been made at the time of its offer; and

• (c) the convertible security remains quoted for the period it is current; and

• (d) the new security is to be quoted on the NZSE on allotment.

(2) In this clause,—

The exemption in clause 11 is subject to the conditions that—

• (a) the convertible security was issued under an investment statement that relates to both the convertible security and the new security; and

• (b) if the terms of the convertible security permit the issuer to vary the terms of the convertible security or the new security (including varying the terms of conversion), the investment statement must—

  • (i) state clearly that the issuer may vary the terms of conversion; and

  • (ii) state what steps the issuer will take, before an election to convert is made, to inform holders of convertible securities of the terms of conversion.