Securities Act (The Grand Lakes Hotel) Exemption Notice 2004

  • expired
  • Securities Act (The Grand Lakes Hotel) Exemption Notice 2004: expired, on 1 January 2009, by clause 3.

Reprint
as at 1 January 2009

Securities Act (The Grand Lakes Hotel) Exemption Notice 2004

(SR 2004/3)

  • Securities Act (The Grand Lakes Hotel) Exemption Notice 2004: expired, on 1 January 2009, 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 (The Grand Lakes Hotel) Exemption Notice 2004.

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 2008.

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

    accommodation unit means an accommodation unit that is to be constructed as part of the proposed development

    Act means the Securities Act 1978

    issuer means Grand Lakes Management Limited

    promoter means Perron Grand Lakes Limited

    proposed development means the development to be undertaken by the promoter on land that is—

    • (a) situated between Man, Brecon, and Duke Streets in Queenstown, New Zealand; and

    • (b) described as extending to 1 852 m2 more or less and contained in certificates of title OT8B/235, OT406/208, OT375/84, OT375/85, OT55/134, and OT74/170 (or the consequential single certificate of title, if those certificates of title are amalgamated)

    Regulations means the Securities Regulations 1983

    specified security means a participatory security that confers on the owner of an accommodation unit rights to participate in accommodation income from all of the accommodation units

    Schedule 3 means Schedule 3 of the Regulations.

    (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 from section 37(2) of Act
  • The issuer, the promoter, and every person acting on behalf of either of them are exempted from section 37(2) of the Act in respect of any specified securities.

6 Exemption from section 37A(1)(c) of Act
  • The issuer, the promoter, and every person acting on behalf of either of them are exempted from section 37A(1)(c) of the Act in respect of any specified securities.

7 Conditions of exemption from section 37A(1)(c) of Act
  • (1) The exemption in clause 6 is subject to the condition that each registered prospectus relating to the specified securities contains prominent statements to the effect that—

    • (a) if information or a statement in the registered prospectus becomes false or misleading in any material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances, the registered prospectus will be immediately withdrawn or amended; and

    • (b) during the period that the offer remains open, the issuer will lodge certificates with the Registrar that (in each case)—

      • (i) relate to the current registered prospectus; and

      • (ii) are signed on behalf of the issuer by at least 2 directors; and

      • (iii) are dated not more than 7 months after the date of the current registered prospectus or after the date of the last certificate lodged in relation to the current registered prospectus (whichever is the later); and

      • (iv) state. that, in the opinion of the directors of the issuer after due enquiry by them, the current registered prospectus is not, at the date of the certificate, false or misleading in any material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances; and

      • (v) state that, except to the extent permitted by exemptions granted by the Securities Commission in respect of the specified securities, the information contained in the current registered prospectus complies with Schedule 3.

    (2) The exemption in clause 6 is subject to the further conditions that—

    • (a) no allotment of the specified securities is made if the date of allotment would be more than 36 months after the specified date of the first registered prospectus relating to the specified securities; and

    • (b) each payment made on account of the purchase price for an accommodation unit (other than a payment payable on allotment of the specified securities), and any interest on the payment, is held in trust in 1 or more trust accounts until—

      • (i) the subscriber receives a registrable memorandum of transfer in respect of the subscriber's accommodation unit; and

      • (ii) the satisfaction, or waiver on terms that are disclosed in the investment statement and registered prospectus, of any other condition that relates to the receipt by the promoter of the purchase price for the accommodation unit; and

    • (c) the trust accounts referred to in paragraph (b) are audited at least annually and are maintained by the statutory supervisor for the specified securities; and

    • (d) every 6 months from the commencement of construction until all of the accommodation units are completed, the project manager under the construction contract for the proposed development provides a certificate to each subscriber for specified securities, and to the statutory supervisor, that states, as at the date of the certificate,—

      • (i) whether or not the construction of the accommodation units is within budget and on schedule, and if not, why not; and

      • (ii) based on the latest information available and the current conditions, whether or not the accommodation units will be completed within budget and on schedule, and if not, why not.

    (3) However, despite the condition in subclause (2)(b),—

    • (a) if the contract between a subscriber for specified securities and the promoter for the sale and purchase of an accommodation unit is terminated or cancelled, each payment made on account of the purchase price for that accommodation unit (and any interest on that payment) may be paid to the person entitled to the payment (and interest) under that contract; and

    • (b) if the allotment of the specified securities cannot proceed in accordance with subclause (2)(a), all the payments (and interest on the payments) must be paid to the subscriber who made the payment.

8 Exemption from section 37A(2) of Act
  • The issuer, the promoter, and every person acting on behalf of either of them are exempted from section 37A(2) of the Act in respect of any specified securities.

9 Exemption from clause 1(4) of Schedule 3
  • (1) The issuer, the promoter, and every person acting on behalf of either of them are exempted from clause 1(4) of Schedule 3 in respect of any specified securities.

    (2) The exemption is subject to the condition that each registered prospectus relating to the specified securities states the basis on which the purchase price for the accommodation units will be determined.

10 Exemption from clauses 6, 20 to 34, and 37 of Schedule 3
  • (1) The issuer, the promoter, and every person acting on behalf of either of them are exempted from clauses 6, 20 to 34, and 37 of Schedule 3 in respect of any specified securities.

    (2) The exemption is subject to the condition that each registered prospectus relating to the specified securities contains prominent statements to the effect that, in respect of each financial year of the scheme after the scheme commences,—

    • (a) financial statements that comply with the Financial Reporting Act 1993 will be prepared for the scheme not later than 3 months after the end of the relevant accounting period; and

    • (b) copies of the most recent financial statements for the scheme may be obtained by holders of specified securities free of charge at the places set out in the registered prospectus; and

    • (c) each copy of the registered prospectus that is distributed will be accompanied by, or have attached to it, a copy of the most recent financial statements for the scheme.

11 Exemption from clause 7(5) and (6) of Schedule 3
  • (1) The issuer, the promoter, and every person acting on behalf of either of them are exempted from clause 7(5) and (6) of Schedule 3 in respect of any specified securities.

    (2) The exemption is subject to the condition that each registered prospectus relating to the specified securities contains a prospective statement of cash flows relating to the scheme for the year commencing on the date that the scheme is projected to commence.

12 General condition relating to allotment
  • The exemptions in clauses 5 to 11 are subject to the condition that it is a term of the contract between each subscriber for specified securities and the promoter that, on allotment of those specified securities, the subscriber will receive a registrable memorandum of transfer in respect of the subscriber's accommodation unit.

Dated at Wellington this 13th day of January 2004.

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

J Diplock,

Chairperson.

[LS]


Explanatory note

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

This notice comes into force on the day after the date of its notification in the Gazette and expires on 31 December 2008.

The notice exempts Perron Grand Lakes Limited and Grand Lakes Management Limited, subject to conditions, from certain provisions of the Securities Act 1978 and the Securities Regulations 1983 in respect of offers of securities relating to a hotel development to be situated between Man, Brecon, and Duke Streets in Queenstown.


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

Date of notification in Gazette: 15 January 2004.


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 (The Grand Lakes Hotel) Exemption Notice 2004. It incorporates all the amendments to the notice as at 1 January 2009. The list of amendments at the end of these notes specifies all the amendments incorporated into this eprint since 4 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)
  • Securities Act (The Grand Lakes Hotel) Exemption Notice 2004 (SR 2004/3): clause 3