New Zealand Legislation: Regulations
Regulations are laws made under Acts
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as at 31 October 2008
(SR 2003/310)
Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.
A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.
This notice is administered by the Securities Commission.
Pursuant to the Securities Act 1978, the Securities Commission gives the following notice.
This notice is the Securities Act (Contact Energy Limited) Exemption Notice 2003.
This notice comes into force on the day after the date of its notification in the Gazette.
This notice expires on the close of 31 October 2013.
Clause 3: amended, on 31 October 2008, by clause 4 of the Securities Act (Contact Energy Limited) Exemption Amendment Notice 2008 (SR 2008/419).
(1) In this notice, unless the context otherwise requires,—
Act means the Securities Act 1978
broker means any NZX Firm (as defined in Rule 1.1 of the New Zealand Exchange Limited Business Rules) appointed by Contact from time to time for the purposes of the share top-up plan
Contact means Contact Energy Limited
dividend has the same meaning as in section 53 of the Companies Act 1993
eligible person means a person who, at 5 pm on the date specified by Contact for determining entitlement to the relevant dividend, is—
(a) the registered holder of 5 000 or fewer specified securities that are the same class as the securities offered under the share top-up plan; and
(b) not a director of Contact or an associated person (as defined in Rule 1.3.1 of the NZX Listing Rules) of a director of Contact; and
(c) a resident of a country that has not been excluded by Contact from the application of the share top-up plan to avoid any risk of breaching the laws of that country
NZSX means the securities market (as defined in the Securities Markets Act 1988) operated by New Zealand Exchange Limited known as the NZSX or the New Zealand Stock Market
participating securities holder means an eligible person who—
(a) has elected to participate in the share top-up plan; and
(b) whose participation in the share top-up plan has not been terminated in accordance with the terms of that plan
Regulations means the Securities Regulations 1983
relevant specified security means a specified security to which this notice applies
share top-up plan means a plan under which relevant specified securities are to be sold only to eligible persons
specified security means an equity security issued by Contact.
(2) 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.
This notice applies to specified securities that—
(a) have been previously allotted; and
(b) are to be sold by the broker under the share top-up plan to an eligible person in consideration for directing Contact to pay the purchase price for the securities from all dividends declared by Contact and payable to that person.
Contact, the broker, and every person acting on behalf of either or both of them are exempted from sections 37 and 37A of the Act and the Regulations (except regulation 8) in respect of the relevant specified securities.
(1) The exemption in clause 6 is subject to the condition that, before an eligible person elects to acquire relevant specified securities, that person receives a document that contains—
(a) an offer of relevant specified securities under the share top-up plan; and
(b) a description of the share top-up plan and its terms and conditions; and
(c) a statement that there is available from Contact (or Contact's share registrar), on request and free of charge, a copy of the most recent annual report and financial statements (that comply with the Financial Reporting Act 1993) of Contact.
(2) The exemption in clause 6 is subject to the further condition that the share top-up plan contains provisions requiring that—
(a) the purchase price of the relevant specified securities is the volume weighted average sale price at which specified securities of the same class are traded in on-market transactions on the NZSX over a period specified in the share top-up plan (of not less than 3 days on which the NZSX is open for trading) after 5 pm on the date specified by Contact for determining entitlement to the relevant dividend; and
(b) at the time the purchase price of the relevant specified securities is set, Contact and the broker have no information that is not publicly available that would, or would be likely to, have a material adverse effect on the realisable price of the securities if the information were publicly available; and
(c) every eligible person is given a reasonable opportunity to elect to participate in the share top-up plan; and
(d) the relevant specified securities transferred to a participating securities holder under the share top-up plan have attached to them the same rights, and are transferred for the same purchase price, as securities of the same class transferred to other participating securities holders; and
(e) if, for any reason, any participating securities holder does not receive all or any of the relevant specified securities to which that participating securities holder is entitled under the share top-up plan, Contact will pay to the participating securities holder the difference between the portion of the dividend received by the participating securities holder in relevant specified securities (if any) and the dividend the participating securities holder would have received had the holder not elected to participate in the share top-up plan; and
(f) Contact must, within 28 days of receiving a written notice from a participating securities holder that requests the termination of the holder's participation in the share top-up plan, terminate the holder's participation in the share top-up plan; and
(g) no brokerage or commission costs are payable by participating securities holders in relation to any relevant specified securities to which those holders are entitled under the share top-up plan.
(3) The exemption in clause 6 is subject to the further condition that a description of the share top-up plan and its terms and conditions is included in Contact's annual report and placed on Contact's website, together with a statement that there is available from Contact (or Contact's share registrar), on request and free of charge, a copy of the terms and conditions of the share top-up plan.
Dated at Wellington this 29th day of October 2003.
The Common Seal of the Securities Commission was affixed in the presence of:
[Seal]
F R S Clouston,
Member.
Date of notification in Gazette: 30 October 2003.
1General
2Status of reprints
3How reprints are prepared
4Changes made under section 17C of the Acts and Regulations Publication Act 1989
5List of amendments incorporated in this reprint (most recent first)
This is a reprint of the Securities Act (Contact Energy Limited) Exemption Notice 2003. The reprint incorporates all the amendments to the notice as at 31 October 2008, as specified in the list of amendments at the end of these notes.
Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.
Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.
This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.
A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.
Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.
A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.
In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:
•omission of unnecessary referential words (such as “of this section”
and “of this Act”
)
•typeface and type size (Times Roman, generally in 11.5 point)
•layout of provisions, including:
•indentation
•position of section headings (eg, the number and heading now appear above the section)
•format of definitions (eg, the defined term now appears in bold type, without quotation marks)
•format of dates (eg, a date formerly expressed as “the 1st day of January 1999”
is now expressed as “1 January 1999”
)
•position of the date of assent (it now appears on the front page of each Act)
•punctuation (eg, colons are not used after definitions)
•Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly
•case and appearance of letters and words, including:
•format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)
•small capital letters in section and subsection references are now capital letters
•schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly
•running heads (the information that appears at the top of each page)
•format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).
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