Securities Act (BT Funds Management (NZ) Limited and Westpac Life-NZ- Limited) Exemption Notice 2005

  • expired
  • Securities Act (BT Funds Management (NZ) Limited and Westpac Life-NZ- Limited) Exemption Notice 2005: expired, on 1 January 2008, by clause 3.

Reprint
as at 1 January 2008

Securities Act (BT Funds Management (NZ) Limited and Westpac Life-NZ- Limited) Exemption Notice 2005

(SR 2005/67)

  • Securities Act (BT Funds Management (NZ) Limited and Westpac Life-NZ- Limited) Exemption Notice 2005: 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 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).

1 Title
  • This notice is the Securities Act (BT Funds Management (NZ) Limited and Westpac Life-NZ- Limited) Exemption Notice 2005.

2 Commencement
  • This notice comes into force on 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,—

    Act means the Securities Act 1978

    BT means BT Funds Management (NZ) Limited, a company incorporated in New Zealand

    excluded provisions means the provisions set out in the Schedule that are excluded from the copy of the services agreement that must be delivered to the Registrar of Companies

    MMc means MMc Limited, a company incorporated in New Zealand

    Regulations means the Securities Regulations 1983

    services agreement means the services agreement between Westpac, BT, and MMc dated 23 December 2004

    specified BT securities means units in a unit trust or interests in a superannuation scheme or group investment fund of which BT is the issuer

    specified BT securities: this definition was substituted, as from 13 May 2005, by clause 3 Securities Act (BT Funds Management (NZ) Limited and Westpac Life-NZ-Limited) Exemption Amendment Notice 2005 (SR 2005/123).

    specified Westpac securities means interests in a superannuation scheme of which Westpac is the issuer

    Westpac means Westpac Life-NZ- Limited, a company incorporated in New Zealand.

    (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 BT's exemption from regulation 7(1)(a) of Regulations
  • BT and every person acting on its behalf are exempted from regulation 7(1)(a) of the Regulations in respect of specified BT securities in so far as that regulation requires a prospectus that contains an offer of the specified BT securities to have endorsed on it, or attached to it, or be accompanied by, a copy of the services agreement.

6 Condition of exemption in clause 5
  • The exemption in clause 5 is subject to the condition that the prospectus that contains the offer of the specified BT securities that is delivered to the Registrar of Companies—

    • (a) has endorsed on it, or attached to it, or is accompanied by, a copy of the services agreement (without the excluded provisions); and

    • (b) states that the excluded provisions have been excluded from the copy of the services agreement delivered to the Registrar of Companies; and

    • (c) states why the excluded provisions have been excluded; and

    • (d) contains a statement of the general nature of the excluded provisions; and

    • (e) states—

      • (i) that a copy of the services agreement (without the excluded provisions) may be inspected during the currency of the prospectus on request and without any fee by any person; and

      • (ii) when and where in New Zealand it may be inspected; and

    contains a prominent statement to the effect that the directors of BT warrant to investors that the exclusion of the excluded provisions from the services agreement does not make the prospectus or investment statement misleading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances.

7 BT's exemption from clause 17(c) of Schedule 3A of Regulations and clause 13(d) of Schedule 3C of Regulations
  • BT and every person acting on its behalf are exempted from clause 17(c) of Schedule 3A of the Regulations and clause 13(d) of Schedule 3C of the Regulations in respect of any specified BT securities in so far as those clauses apply to the services agreement.

8 Condition of exemption in clause 7
  • The exemption in clause 7 is subject to the condition that the prospectus that contains the offer of the specified BT securities that is delivered to the Registrar of Companies states—

    • (a) that a copy of the services agreement (without the excluded provisions) may be inspected during the currency of the prospectus on request and without any fee by any person; and

    • (b) when and where in New Zealand it may be inspected.

9 Westpac's exemption from regulation 7(1)(a) of Regulations
  • Westpac and every person acting on its behalf are exempted from regulation 7(1)(a) of the Regulations in respect of specified Westpac securities in so far as that regulation requires a prospectus that contains an offer of the specified Westpac securities to have endorsed on it, or attached to it, or be accompanied by, a copy of the services agreement.

10 Condition of exemption in clause 9
  • The exemption in clause 9 is subject to the condition that the prospectus that contains the offer of the specified Westpac securities that is delivered to the Registrar of Companies—

    • (a) has endorsed on it, or attached to it, or is accompanied by, a copy of the services agreement (without the excluded provisions); and

    • (b) states that the excluded provisions have been excluded from the copy of the services agreement delivered to the Registrar or Companies; and

    • (c) states why the excluded provisions have been excluded; and

    • (d) contains a statement of the general nature of the excluded provisions; and

    • (e) states—

      • (i) that a copy of the services agreement (without the excluded provisions) may be inspected during the currency of the prospectus on request and without any fee by any person; and

      • (ii) when and where in New Zealand it may be inspected; and

    • (f) contains a prominent statement to the effect that the directors of Westpac warrant to investors that the exclusion of the excluded provisions from the services agreement does not make the prospectus or investment statement misleading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances.

11 Westpac's exemption from clause 13(d) of Schedule 3C of Regulations
  • Westpac and every person acting on its behalf are exempted from clause 13(d) of Schedule 3C of the Regulations in respect of any specified Westpac securities in so far as that clause applies to the services agreement.

12 Condition of exemption in clause 11
  • The exemption in clause 11 is subject to the condition that the prospectus that contains the offer of the specified Westpac securities that is delivered to the Registrar of Companies states—

    • (a) that a copy of the services agreement (without the excluded provisions) may be inspected during the currency of the prospectus on request and without any fee by any person; and

    • (b) when and where in New Zealand it may be inspected.


Schedule
Provisions excluded from copy of services agreement

cl 4(1)

1Clause 6 of the services agreement.
2The dollar figure in the fourth line of clause 7.1 of the services agreement.
3Clause 8 of the services agreement.
4The figures in the second and third columns in the table in Schedule 4 of the services agreement.
5The dollar figures in the fourth column of the table in Schedule 7 of the services agreement.
6References to clauses 6 and 8 in the Table of Contents of the services agreement.

Dated at Wellington this 18th day of March 2005.

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

FRS Clouston,

Member.

[LS]

Statement of reasons

This notice, which comes into force on its notification in the Gazette and expires on 31 December 2007, exempts BT Funds Management (NZ) Limited (BT) and Westpac Life-NZ- Limited (Westpac) from certain provisions of the Securities Regulations 1983, subject to conditions, in respect of offers of interests in superannuation schemes of which they are the issuer and, in the case of BT, also of units in unit trusts of which BT is the issuer.

The exemptions entitle BT and Westpac to exclude some commercially sensitive information from the copy of a services agreement with MMc Limited that is attached to the registered prospectus.

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

  • the exemptions meet the criteria stated in the Securities Commission's Exemption Policy Note for Applications to Exclude Commercially Sensitive Information from Material Contracts. (The Exemption Policy Note can be viewed on the Commission's website at www.sec-com.govt.nz/notices/exemption-policy.shtml):

  • the detriment to the commercial interests of BT, Westpac, and MMc Limited that would be caused by the disclosure of the excluded provisions would outweigh any benefit to prospective investors from their disclosure:

  • directors of the issuer must warrant that the non-disclosure of the excluded provisions does not make the registered prospectus or investment statement misleading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances:

  • the prospectus must state that information has been excluded from the services agreement in question, the reasons why that information has been excluded, and the general nature of the material information that has been excluded.


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

Date of notification in Gazette: 21 March 2005.


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 (BT Funds Management (NZ) Limited and Westpac Life-NZ- Limited) Exemption Notice 2005. It incorporates all the amendments to the Securities Act (BT Funds Management (NZ) Limited and Westpac Life-NZ- Limited) Exemption Notice 2005 as at 1 January 2008. 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)