Securities Act (Independent News & Media PLC) Exemption Notice 2003

  • expired
  • Securities Act (Independent News & Media PLC) Exemption Notice 2003: expired, on 1 January 2008, by clause 3.

Reprint
as at 1 January 2008

Securities Act (Independent News & Media PLC) Exemption Notice 2003

(SR 2003/314)

  • Securities Act (Independent News & Media PLC) Exemption Notice 2003: expired, on 1 January 2008, by clause 3.


Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this eprint.

A general outline of these changes is set out in the notes at the end of this eprint, together with other explanatory material about this eprint.

This notice is administered in the Securities Commission.


Pursuant to the Securities Act 1978, the Securities Commission gives the following notice.

1 Title
  • This notice is the Securities Act (Independent News & Media PLC) Exemption Notice 2003.

2 Commencement
  • This notice comes into force on the day after the date of its notification in the Gazette.

3 Expiry
  • This notice expires on the close of 31 December 2007.

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

    1996 shares

    [Revoked]

    1996 shares: this definition was revoked, as from 6 October 2006, by clause 4 Securities Act (Independent News & Media PLC) Exemption Amendment Notice 2006 (SR 2006/310).

    2003 shares means the cumulative exchangeable preference shares in News & Media issued on the terms set out in a combined investment statement and registered prospectus dated 15 May 2003

    Act means the Securities Act 1978

    INM means Independent News & Media PLC, a company incorporated in the Republic of Ireland

    INM shares means fully paid ordinary shares in the capital of INM

    News & Media means News & Media NZ Limited

    NZX means the principal equity securities market operated by New Zealand Exchange Limited

    registered holder means the person shown as the holder of the security in the register of securities kept by the issuer in accordance with section 51 of the Act

    Regulations means the Securities Regulations 1983

    takeover documents

    [Revoked]

    takeover documents: this definition was revoked, as from 6 October 2006, by clause 4 Securities Act (Independent News & Media PLC) Exemption Amendment Notice 2006 (SR 2006/310).

    (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.

5 Exemption for preference shares issued on terms in takeover documents
  • [Revoked]

    Clauses 5 and 6 were revoked, as from 6 October 2006, by clause 5 Securities Act (Independent News & Media PLC) Exemption Amendment Notice 2006 (SR 2006/310).

6 Conditions of exemption in clause 5
  • [Revoked]

    Clauses 5 and 6 were revoked, as from 6 October 2006, by clause 5 Securities Act (Independent News & Media PLC) Exemption Amendment Notice 2006 (SR 2006/310).

7 Prospectus exemption for preference shares issued on terms in combined investment statement and prospectus
  • INM, News & Media, and every person acting on behalf of either or both of them are exempted from section 37 of the Act in respect of any INM shares that are, or are to be, allotted under the terms of exchange of the 2003 shares set out in the registered prospectus for the 2003 shares if,—

    • (a) at the time of the allotment of the INM shares, News & Media is a wholly owned subsidiary of INM; and

    • (b) the registered prospectus for the 2003 shares contains particulars of all material matters relating to the offer of the INM shares.

8 Conditions of exemption in clause 7
  • (1) The exemption in clause 7 is subject to the condition that, before allotment of the INM shares and before the exercise of any right conferred by the 2003 shares in respect of the allotment of the INM shares, the following documents have been sent to every person who was, at the time the financial statements were sent, a registered holder of the 2003 shares in respect of which the INM shares 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 INM that comply with the provisions of—

      • (i) the Companies Acts 1963 to 2005 of the Republic of Ireland; and

      • (ii) International Financial Reporting Standards as required by article 4 of EU Regulation 1606; and

      • (iii) any other enactment and rule of law to which INM is subject; and

    • (b) if the date of allotment of the INM shares, or the date of the exercise of any right conferred by the 2003 shares in respect of the allotment of the INM shares, 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—

        • (A) the Companies Acts 1963 to 2005 of the Republic of Ireland; and

        • (B) International Financial Reporting Standards as required by article 4 of EU Regulation 1606; and

        • (C) any other enactment and rule of law to which INM is subject; and

      • (ii) a statement containing a description of INM and all subsidiaries of INM as at the date on which the interim consolidated statement of financial position referred to in subparagraph (i) is approved by INM's board of directors.

    (2) The financial statements referred to in subclause (1)(b)(i) need not be audited.

    (3) The exemption in clause 7 is subject to the further condition that the date of the allotment of the INM shares under the terms of, or on the exercise of any right conferred by, the 2003 shares 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 (1).

    Subclause (1)(a)(i) and (ii) was substituted, as from 6 October 2006, by clause 6(1) Securities Act (Independent News & Media PLC) Exemption Amendment Notice 2006 (SR 2006/310).

    Subclause (1)(b)(i)(A) and (B) was substituted, as from 6 October 2006, by clause 6(2) Securities Act (Independent News & Media PLC) Exemption Amendment Notice 2006 (SR 2006/310).

    Clause 8(1)(b)(ii): substituted, on 5 October 2007, by clause 4 of the Securities Act (Independent News & Media PLC) Exemption Amendment Notice 2007 (SR 2007/303).

9 Investment statement exemption for preference shares issued on terms in combined investment statement and prospectus
  • INM, News & Media, and every person acting on behalf of either or both of them are exempted from section 37A of the Act in respect of the offer of INM shares that are, or are to be, allotted under the terms of exchange of the 2003 shares set out in the registered prospectus for the 2003 shares.

10 Conditions for exemption in clause 9
  • The exemption in clause 9 is subject to the conditions that—

    • (a) securities issued by INM that are of the same class as the INM shares are, at the time of the allotment of the INM shares in reliance on the exemption in clause 9, quoted on the NZX and on either or both of the following:

      • (i) the London Stock Exchange:

      • (ii) the Irish Stock Exchange; and

    • (b) the 2003 shares remain quoted on the NZX for the period that those shares are current; and

    • (c) the INM shares are, on the allotment of those shares in reliance on the exemption in clause 9, quoted on the NZX and on either or both of the following:

      • (i) the London Stock Exchange:

      • (ii) the Irish Stock Exchange; and

    • (d) the 2003 shares are issued under an investment statement that relates to both the 2003 shares and the INM shares; and

    • (e) the investment statement that relates to the 2003 shares must, if the terms of the 2003 shares permit News & Media to vary the terms of the 2003 shares or of the INM shares or of both the 2003 shares and the INM shares (including varying the terms of the conversion),—

      • (i) state that News & Media may vary the terms of the 2003 shares or of the INM shares or of both the 2003 shares and the INM shares; and

      • (ii) contain particulars of the nature of News & Media's ability to vary those terms; and

      • (iii) state what steps News & Media will take, before an election to convert is made, to inform holders of the 2003 shares of the terms of conversion.

Dated at Wellington this 7th day of November 2003.

The Common Seal of the Securities Commission was affixed in the presence of:

FRS Clouston,

Member.

[LS]

Explanatory note

This note is not part of the notice, but is intended to indicate its general effect.

This notice, which comes into force on the day after the date of its notification in the Gazette and expires on 31 December 2007, exempts Independent News & Media PLC (INM) and News & Media NZ Limited, subject to conditions, from compliance with sections 37 and 37A of the Securities Act 1978 in respect of offers of shares in INM that are to be allotted under the terms of exchange of certain cumulative exchangeable preference shares in News & Media NZ Limited.


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 10 November 2003.


Contents

  • 1General

  • 2About this eprint

  • 3List of amendments incorporated in this eprint (most recent first)


Notes
1 General
  • This is an eprint of the Securities Act (Independent News & Media PLC) Exemption Notice 2003. It incorporates all the amendments to the Securities Act (Independent News & Media PLC) Exemption Notice 2003 as at 1 January 2008. The list of amendments at the end of these notes specifies all the amendments incorporated into this eprint since 3 September 2007. Relevant provisions of any amending enactments that contain transitional, savings, or application provisions are also included, after the Principal enactment, in chronological order.

2 About this eprint
  • This eprint has not been officialised. For more information about officialisation, please see "Making online legislation official" under "Status of legislation on this site" in the About section of this website.

3 List of amendments incorporated in this eprint (most recent first)