Securities Act (Grey Water Limited) Exemption Notice 2004

  • expired
  • Securities Act (Grey Water Limited) Exemption Notice 2004: expired, on 1 November 2009, by clause 3.

Reprint
as at 1 November 2009

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Securities Act (Grey Water Limited) Exemption Notice 2004

(SR 2004/374)

  • Securities Act (Grey Water Limited) Exemption Notice 2004: expired, on 1 November 2009, by clause 3.

Note

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 (to which is appended a statement of reasons of the Securities Commission).

Notice

1 Title

  • This notice is the Securities Act (Grey Water Limited) 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 October 2009.

4 Interpretation

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

    Act means the Securities Act 1978

    communal facilities—

    • (a) means any land or any right over, or interest in, land within the development that is designated by the developer for use in connection with—

      • (i) the drainage of sewage and waste water from the residential properties; and

      • (ii) the treatment and disposal of that sewage and waste water in the sewage and waste water treatment and disposal plant; and

    • (b) includes chattels, fixtures, and fittings used, or intended, adopted, or designed for use, in connection with the drainage of sewage and waste water from the residential properties and the treatment and disposal of that sewage and waste water

    company means Grey Water Limited

    deed of encumbrance means a deed between the company and each purchaser of residential property that relates to specified securities

    developer means Livewell Limited

    development means the subdivision of the land known as Mangawhai Stage 1 and Mangawhai Stage 2 located at Moir Point Road and Molesworth Drive, Mangawhai Heads, being Lot 36 on Deposited Plan 334498 comprised in certificate of title 141253 (North Auckland Registry) and Lot 31 on Deposited Plan 340252 comprised in certificate of title 165361 (North Auckland Registry) into residential properties

    lease means the memorandum of lease to be entered into between the developer and the company for the lease of that part of the development on which the portion of the communal facilities consisting of the sewage and waste water treatment and disposal plant is sited

    Regulations means the Securities Regulations 1983

    residential property means a residential property in the development for which a certificate of title has been or will be issued, or for which a computer register has been or will be created, for an estate in fee simple under the Land Transfer Act 1952

    sale agreement means an agreement for the sale of a residential property entered into between the developer as vendor and a subscriber of specified securities as purchaser

    specified securities means shares in the company.

    (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 Exemptions from sections 33, 37, 37A, 38A, and 54B(3) of Act

  • The company, the developer, and every person acting on behalf of either or both of them are exempted, in respect of specified securities, from sections 33, 37, 37A, 38A, and 54B(3) of the Act.

6 Conditions of exemptions

  • The exemptions in clause 5 are subject to the following conditions:

    • (a) the developer has supplied to each subscriber for specified securities, before subscription, copies of the following documents:

      • (i) the constitution of the company; and

      • (ii) the deed of encumbrance for execution by the subscriber; and

      • (iii) the sale and purchase agreement dated 29 September 2004 providing for the transfer from the developer to the company of the portion of the communal facilities defined in paragraph (b) of the definition of communal facilities; and

      • (iv) the lease; and

      • (v) the proposed sale agreement relating to that subscriber; and

    • (b) the specified securities are subscribed for by entering into a sale agreement; and

    • (c) deposit money paid by a subscriber for specified securities is held in any of the following trust accounts until the sale agreement becomes unconditional:

    • (d) no settlement of a sale agreement is completed unless—

      • (i) the portion of the communal facilities defined in paragraph (b) of the definition of communal facilities is owned legally and beneficially by the company; and

      • (ii) if any right or interest in land is included in the communal facilities, the company’s interest in that land is registered on the certificate of title or computer register for that land under the Land Transfer Act 1952; and

    • (e) all money paid to the company by its shareholders under the constitution of the company is applied only for either or both of the following purposes:

      • (i) owning, administering, and maintaining the communal facilities; or

      • (ii) administering and enforcing a scheme for the regulation and control of matters relating to the drainage of sewage and waste water from the residential properties and the treatment and disposal of that sewage and waste water; and

    • (f) the constitution of the company provides that—

      • (i) the shareholders of the company have the right to use and enjoy the communal facilities in accordance with the constitution and the deed of encumbrance; and

      • (ii) the shareholders of the company have the right to vote at meetings of the shareholders of the company; and

      • (iii) levies, fees, or subscriptions payable to the company by its shareholders are determined by the shareholders at a shareholders’ meeting of the company; and

      • (iv) the company cannot carry on trading activities or a business for a profit; and

      • (v) the company cannot carry on activities other than those required by, or associated with, drainage of sewage and waste water from the residential properties and the treatment and disposal of that sewage and waste water; and

    • (g) it is a term of the contract for specified securities that the specified securities can be obtained only on the purchase of residential property and, on resale, must be sold with that residential property; and

    • (h) it is a term of the offer of the specified securities that the developer provides to a prospective purchaser of residential property, within 5 business days after receiving a request, a copy of the most recent audited financial statements of the company; and

    • (i) it is a term of the offer of the specified securities that the financial statements of the company are audited annually and distributed to the shareholders of the company as soon as is reasonably practicable after each audit is completed, and in any event no later than 5 months after the end of each accounting period of the company.

Dated at Wellington this 26th day of October 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, which comes into force on the day after the date of its notification in the Gazette and expires on 31 October 2009, exempts Grey Water Limited and Livewell Limited from sections 33, 37, 37A, 38A, and 54B(3) of the Securities Act 1978, subject to conditions, in respect of the offer of securities in Grey Water Limited.

The securities in Grey Water Limited are to be offered as part of a scheme that requires purchasers of residential properties in a development (known as Mangawhai Stage 1 and Mangawhai Stage 2 and situated at Mangawhai Heads in North Auckland) to subscribe for those securities. The purpose of the scheme is to facilitate the use, ownership, and management of communal facilities by Grey Water Limited for the benefit of the residential property owners in the development in connection with the drainage, treatment, and disposal of sewage and waste water.

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

  • it is consistent with the policy of previous exemptions the Commission has granted in relation to residential property developments, including a class notice (the Securities Act (Residential Property Developments) Exemption Notice 1999); and

  • the securities involved in these developments are not intended for purposes of investment, but rather to confer ownership rights and rights to use the communal facilities in a residential development. The conditions of exemption require that the entity offering the securities does not have as its objects the carrying on of trading activities or a business for profit. Rather, the purpose of the Issuer is to allow the owners of residential lots to participate in the control of the communal facilities.

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

Date of notification in Gazette: 28 October 2004.

Contents

  • 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)

Notes
1 General

  • This is a reprint of the Securities Act (Grey Water Limited) Exemption Notice 2004. The reprint incorporates all the amendments to the notice as at 1 November 2009, 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.

2 Status of reprints

  • 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.

3 How reprints are prepared

  • 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.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 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).

5 List of amendments incorporated in this reprint (most recent first)

  • Securities Act (Grey Water Limited) Exemption Notice 2004 (SR 2004/374): clause 3