Securities Act (Endace Limited) Exemption Notice 2005

  • expired
  • Securities Act (Endace Limited) Exemption Notice 2005: expired, on 31 July 2010, by clause 3.

Reprint
as at 31 July 2010

Crest

Securities Act (Endace Limited) Exemption Notice 2005

(SR 2005/217)

  • Securities Act (Endace Limited) Exemption Notice 2005: expired, on 31 July 2010, 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 (Endace Limited) Exemption Notice 2005.

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 30 July 2010.

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

    Act means the Securities Act 1978

    AIM Market means the AIM Market of the London Stock Exchange plc

    eligible person means, in relation to Endace,—

    • (a) an employee or director of Endace or any of its subsidiaries:

    • (b) a person who provides personal services (other than as an employee) principally to Endace or any of its subsidiaries

    employee share purchase scheme means a scheme established by Endace and existing at the date of this notice (subject to such modifications as may be made from time to time) under which eligible persons may acquire specified equity securities

    Endace means Endace Limited

    Regulations means the Securities Regulations 1983

    specified equity securities means ordinary shares, or rights or options to acquire ordinary shares, issued by Endace under its employee share purchase scheme.

    (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
6 Condition that Endace admitted to AIM Market
  • The exemptions in clause 5 are subject to the condition that Endace’s shares have been and remain admitted to trading on the AIM Market.

7 Condition that specified equity securities allotted only to eligible persons
  • The exemptions in clause 5 are subject to the condition that the specified equity securities are allotted only to the following persons:

    • (a) persons who are eligible persons at the time of allotment of the specified equity securities:

    • (b) in the case of specified equity securities that are allotted on the exercise of rights or options to acquire shares, persons who are eligible persons at the time of allotment of those rights or options.

8 Conditions relating to provision of certain information
  • (1) The exemption in clause 5(a) is subject to the condition that it is a term of the offer of specified equity securities that every copy of the registered prospectus sent to a person under section 54B of the Act will contain or be accompanied by the most recent audited consolidated financial statements of the issuing group that comply with the Financial Reporting Act 1993.

    (2) The exemption in clause 5(b) is subject to the condition that—

    • (a) every registered prospectus or investment statement in respect of the specified equity securities contains a statement advising that Endace’s shares have been admitted to trading on the AIM Market; and

    • (b) the statement described in paragraph (a) is in a form that complies with any requirements of the AIM Market and the laws of the United Kingdom.

Dated at Wellington this 26th day of July 2005.

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 the day after the date of its notification in the Gazette and expires on 30 July 2010.

This notice exempts, subject to conditions, Endace Limited (Endace) in respect of equity securities issued by Endace that are offered under its employee share purchase scheme. The exemptions are from section 37A(1)(c) of the Securities Act 1978, regulation 23 of the Securities Regulations 1983, and clauses 4 to 20, 22 to 38, and 40 to 42 of Schedule 1 of those regulations. The exemptions enable Endace to use an investment statement and an evergreen short-form prospectus when offering participation in its employee share purchase scheme to its employees and other eligible persons.

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

  • Endace, a New Zealand incorporated company, cannot take advantage of the Commission’s class exemption for New Zealand listed issuers in offering its employee share purchase scheme to employees in New Zealand because it is not listed on a securities market operated by New Zealand Exchange Limited (NZX). Endace is admitted to the AIM Market of the London Stock Exchange plc (AIM Market). The Commission considers that Endace should be able to take advantage of the same exemptions available to NZX listed issuers because Endace is subject to appropriate ongoing disclosure obligations by virtue of its AIM Market admission, and an available market and liquidity exists for employees to be able to price and sell their shares:

  • the statements usually required under regulation 23 of the Securities Regulations 1983 regarding listing of securities on a registered exchange’s market cannot properly be made by Endace. A condition of the exemptions requires Endace to make an alternative statement regarding its admission to the AIM Market:

  • Endace’s employee share purchase scheme is a share option scheme and the exemptions enable Endace to allot securities to its former employees on the exercise of options granted to them while they were employees.


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

Date of notification in Gazette: 28 July 2005.


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 (Endace Limited) Exemption Notice 2005. The reprint incorporates all the amendments to the notice as at 31 July 2010, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/reprints/ .

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 (Endace Limited) Exemption Notice 2005 (SR 2005/217): clause 3