Securities Act (AMP NZ Office Trust) Exemption Notice 2004

  • expired
  • Securities Act (AMP NZ Office Trust) Exemption Notice 2004: expired, on 1 June 2009, by clause 3(2).

Reprint
as at 1 June 2009

Securities Act (AMP NZ Office Trust) Exemption Notice 2004

(SR 2004/139)

  • Securities Act (AMP NZ Office Trust) Exemption Notice 2004: expired, on 1 June 2009, by clause 3(2).


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 by the Securities Commission.


Pursuant to the Securities Act 1978, the Securities Commission gives the following notice (to which is appended a statement of reasons of the Securities Commission).

Notice

1 Title
  • This notice is the Securities Act (AMP NZ Office Trust) Exemption Notice 2004.

2 Commencement
  • This notice comes into force on its notification in the Gazette.

3 Expiry
  • (1) Clauses 5 to 10 and 14 to 19 of this notice expire on the close of 31 July 2005.

    (2) The rest of this notice expires on the close of 31 May 2009.

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

    Act means the Securities Act 1978

    convertible securities means mandatory convertible notes that will be converted, or are or will become convertible at the option of the manager or the holder of the securities, into units in the trust

    manager means the manager of the trust

    registered prospectus means the registered prospectus for the offer of convertible securities and for the offer of units to be allotted on conversion of those securities

    Regulations means the Securities Regulations 1983

    trust means the unit trust called AMP NZ Office Trust established under the trust deed

    trust deed means the trust deed for the trust dated 13 November 1997 between AMP Capital Investors (New Zealand) Limited (formerly AMP Investments (N.Z.) Limited) and the trustee, as amended

    trustee means the trustee of the trust

    units means units in the trust.

    (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 trustee from sections 33(2), 34(2)(a), 37, 37A, 38A, 41, 43, and 51 to 54B of Act
  • [Expired]

    Clauses 5 to 10 expired, as from the close of 31 July 2005, pursuant to clause 3 of this Notice.

6 Conditions of exemption in clause 5
  • [Expired]

    Clauses 5 to 10 expired, as from the close of 31 July 2005, pursuant to clause 3 of this Notice.

7 Exemption for manager from sections 33(2), 41, and 43 of Act
  • [Expired]

    Clauses 5 to 10 expired, as from the close of 31 July 2005, pursuant to clause 3 of this Notice.

8 Condition of exemption in clause 7
  • [Expired]

    Clauses 5 to 10 expired, as from the close of 31 July 2005, pursuant to clause 3 of this Notice.

9 Exemption for manager from section 34(2)(a) of Act
  • [Expired]

    Clauses 5 to 10 expired, as from the close of 31 July 2005, pursuant to clause 3 of this Notice.

10 Conditions of exemption in clause 9
  • [Expired]

    Clauses 5 to 10 expired, as from the close of 31 July 2005, pursuant to clause 3 of this Notice.

11 Exemption for manager from section 37A(1)(a) of Act
  • The manager and every person acting on its behalf are exempted from section 37A(1)(a) of the Act, in respect of the allotment to any subscriber for convertible securities in whose favour an offer of those securities has been renounced.

12 Exemption for manager from section 37A(1)(c) of Act
  • The manager and every person acting on its behalf are exempted from section 37A(1)(c) of the Act in respect of any units that are, or are to be, allotted under the terms of the convertible securities.

13 Conditions of exemption in clause 12
  • The exemption in clause 12 is subject to the condition that—

    • (a) the convertible securities have been allotted under a registered prospectus that contains particulars of all material matters relating to the offer of the units to be allotted on conversion of the convertible securities; and

    • (b) before allotment of the units on conversion of the convertible securities, the following documents have been sent to every person who was, at the time the documents were sent, a registered holder of the same class of convertible securities in respect of which the units are allotted:

      • (i) a copy of the trust's most recent audited financial statements that comply with the Financial Reporting Act 1993 and with the provisions of any other relevant enactments; and

      • (ii) if the date of allotment of the units on conversion of the convertible securities would be later than 9 months after the date of the financial statements referred to in subparagraph (i), a copy of—

        • (A) interim financial statements for the period beginning on the day after the date of the financial statements referred to in subparagraph (i) 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 and with the provisions of any other relevant enactment (except that they need not be audited); and

        • (B) a statement containing a description of the trust; and

    • (c) the date of allotment of the units on conversion of the convertible securities is not more than 9 months after the date of the financial statements or interim financial statements referred to in paragraph (b).

14 Exemption for manager from section 54B(3)(b) of Act
  • [Expired]

    Clauses 14 to 19 expired, as from the close of 31 July 2005, pursuant to clause 3 of this Notice.

15 Exemption for manager from regulation 3(2) of Regulations
  • [Expired]

    Clauses 14 to 19 expired, as from the close of 31 July 2005, pursuant to clause 3 of this Notice.

16 Conditions of exemption in clause 15
  • [Expired]

    Clauses 14 to 19 expired, as from the close of 31 July 2005, pursuant to clause 3 of this Notice.

17 Exemption for manager from regulation 7A of Regulations
  • [Expired]

    Clauses 14 to 19 expired, as from the close of 31 July 2005, pursuant to clause 3 of this Notice.

18 Exemption for manager from regulation 12(1) of Regulations
  • [Expired]

    Clauses 14 to 19 expired, as from the close of 31 July 2005, pursuant to clause 3 of this Notice.

19 Conditions of exemption in clause 18
  • [Expired]

    Clauses 14 to 19 expired, as from the close of 31 July 2005, pursuant to clause 3 of this Notice.

20 Exemption for manager from regulation 23 of Regulations
  • The manager and every person acting on its behalf are exempted from regulation 23 of the Regulations in respect of convertible securities and units.

21 Condition of exemption in clause 20
  • The exemption in clause 20 is subject to the condition that New Zealand Exchange Limited has approved the statements in the registered prospectus or advertisement, as the case may be, that refer to—

    • (a) quoting the convertible securities or units; or

    • (b) any rule of New Zealand Exchange Limited.

Dated at Wellington this 26th day of May 2004.

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

[Seal]

C A N Beyer,
Member.


Statement of reasons

This notice comes into force on its notification in the Gazette. Clauses 5 to 10 and 14 to 19 expire on 31 July 2005, the rest of the notice expires on 31 May 2009.

The notice relates to the offer of mandatory convertible notes (the notes) for subsequent conversion into units in the AMP NZ Office Trust (the trust). The broad effect of the exemptions (which are subject to conditions) granted in the notice is that a single prospectus only is required in respect of the offer of the notes and their later conversion into units in the trust, with the burden of disclosure falling upon the manager of the trust.

The Securities Commission considers that it is appropriate to grant the exemptions because—

  • securities convertible into units in a unit trust are debt securities for the purposes of the Securities Act 1978 (the Act).

  • Compliance with the Act can cause difficulties in this situation and create an extra layer of compliance activity if the unit trustee of a unit trust is required to appoint a trustee for the debt securities; and

  • the securities to be offered in this case are mandatory convertible notes. They cannot be redeemed by subscribers except in very limited circumstances. Accordingly, subscribers for the notes appear to acquire a vested interest in the property of the trust. As such, the Commission considers that the notes confer rights falling within the definition of unit in section 2(1) of the Act. The Commission considers it preferable to grant an exemption under which the issuer's disclosure obligations are discharged by the manager of the trust, on conditions that require the unit trustee to act as trustee of the debt securities; and

  • the exemption from disclosure on conversion is consistent with other Commission exemptions granted in respect of convertible securities and requires all matters that must be disclosed to be disclosed at the time of the offer of the convertible securities; and

  • strict compliance with regulation 23 of the Securities Regulations 1983 in this case could result in material information about listing of the securities not being provided to investors; and

  • as the offer will be made only to existing unit holders it is sufficient that disclosure is by way of a short form prospectus; and

  • disclosure of financial information relating to the unit trust is most relevant to investors, and this is achieved by the manager in assuming the disclosure obligations of the issuer of the notes.


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

Date of notification in Gazette: 28 May 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 (AMP NZ Office Trust) Exemption Notice 2004. It incorporates all the amendments to the notice as at 1 June 2009. 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)
  • Securities Act (AMP NZ Office Trust) Exemption Notice 2004: clause 3(2)