Dated at Wellington this 18th day of October 2005.
The Common Seal of the Securities Commission was affixed in the presence of:
Statement of reasons
This notice comes into force on the day after the date of its notification in the Gazette and expires on 30 April 2008.
The notice exempts Parua Bay Marina Management Limited and Parua Bay Marina Trustee Company Limited, subject to conditions, from certain provisions of the Securities Act 1978 and of the Securities Regulations 1983 in the case of offers of participatory securities in a scheme relating to marina berths at Whangarei Heads Road, Parua Bay, Whangarei.
The exemption, subject to conditions, enables Parua Bay Marina Management Limited and Parua Bay Marina Trustee Company Limited to—
•extend the life of the prospectus in respect of the participatory securities so that allotments made during the extended period continue to be valid; and
•extend the time within which subscriptions are required to be refunded; and
•issue the prospectus without inclusion of prospective financial information.
The Securities Commission considers that it is appropriate to grant the exemption for the following reasons:
•the participatory securities on offer are not in the nature of an ongoing scheme or business operation whereby investors will expect an income stream, and as such some of the provisions of the law applying to those investments do not provide material benefit for investors, but impose costs on the issuer; and
•subscribers have the protection of their money being held in trust by the statutory supervisor until all conditions in respect of the purchase and allotment of the participatory securities are satisfied; and
•the marketing requirements of schemes such as marina promotions are longer term than for most offers of securities. This is accommodated by allowing the use of an
“evergreen” prospectus; and
•the condition of exemption requiring the directors to certify periodically that the prospectus is accurate and up to date, and to withdraw it immediately if it is misleading, provides protection for prospective investors by requiring that the prospectus can be relied upon as being accurate and current; and
•the scheme is not a traditional investment scheme whereby investors will receive a financial return by way of interest, dividends, or any other form of participation in the profits of the issuer. As such, prospective financial information about the scheme would be of limited use to investors. The condition requiring disclosure of fees payable will provide more useful information for prospective investors.