Securities Act (Kohinoor Series One Fund Limited) Exemption Notice 2006

  • expired
  • Securities Act (Kohinoor Series One Fund Limited) Exemption Notice 2006: expired, on 29 February 2012, by clause 3.

Reprint
as at 29 February 2012

Coat of Arms of New Zealand

Securities Act (Kohinoor Series One Fund Limited) Exemption Notice 2006

(SR 2006/7)

  • Securities Act (Kohinoor Series One Fund Limited) Exemption Notice 2006: expired, on 29 February 2012, 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 (Kohinoor Series One Fund Limited) Exemption Notice 2006.

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 28 February 2012.

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

    Act means the Securities Act 1978

    issuer means Kohinoor Series One Fund Limited

    Regulations means the Securities Regulations 1983

    specified securities means redeemable preference shares in the issuer offered to the public by the issuer.

    (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 from clause 1(4) of Schedule 1 of Regulations
  • (1) The issuer and every person acting on its behalf are exempted from clause 1(4) of Schedule 1 of the Regulations in respect of any offer of specified securities.

    (2) The exemption is subject to the conditions that—

    • (a) the registered prospectus relating to the offer of the specified securities—

      • (i) describes the procedure for fixing the subscription price of the specified securities; and

      • (ii) states when the subscription price for the specified securities is expected to be fixed; and

      • (iii) states how an investor may ascertain the subscription price for the specified securities; and

      • (iv) describes how subscriptions for the specified securities must be paid by subscribers; and

      • (v) states how any overpayments of the subscription price will be treated, and describes the procedure for refunding overpayments; and

      • (vi) describes how subscriptions for the specified securities will be held by the issuer pending allotment of the specified securities; and

    • (b) if the registered prospectus or an investment statement or an advertisement relating to the offer of the specified securities refers to this notice or to the exemption granted by this clause, that prospectus, investment statement, or advertisement also states—

      • (i) that it is not the function of the Securities Commission to approve investments or the terms of offers of specified securities; and

      • (ii) that the Securities Commission has not expressed a view about investment in the specified securities or the terms of the offer of the specified securities.

6 Exemption from clause 8(5) of Schedule 1 of Regulations
  • (1) The issuer and every person acting on its behalf are exempted from clause 8(5) of Schedule 1 of the Regulations in respect of any offer of specified securities.

    (2) The exemption is subject to the condition that the registered prospectus relating to the offer of the specified securities contains a statement of the issuer's reasons for not providing the information required by clause 8(5), including—

    • (a) statements to the effect that—

      • (i) the issuer intends to issue the specified securities on the basis described in the prospectus; and

      • (ii) the subscription price of the specified securities is to be determined by reference to the net tangible asset backing per unit of specified securities; and

      • (iii) the net tangible asset backing per unit of specified securities will depend on the issuer's performance; and

      • (iv) a calculation of the net tangible asset backing per unit of specified securities that is based on the assumption that all the specified securities had been allotted cannot be specified in the prospectus because the number of specified securities that may be allotted cannot be determined with certainty; and

    • (b) a statement to the effect that the calculation of the net tangible asset backing per unit of specified securities will include all funds advanced by subscribers less any amounts deducted as management fees; and

    • (c) a statement of how the management fees referred to in paragraph (b) will be determined and levied.

7 Transitional provision
  • The issuer may offer specified securities under its registered prospectus that will expire on 31 March 2006 in accordance with the Securities Act (Kohinoor Series One Fund Limited) Exemption Notice 2002 as in force immediately before that notice expired, as if that notice had not expired, until the earlier of—

    • (a) 31 March 2006; or

    • (b) the registration of a new prospectus for the specified securities.

Dated at Wellington this 24th day of January 2006.

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

[Seal]

J Diplock,
Chairperson.


Statement of reasons

This notice, which comes into force on the day after the date of its notification in the Gazette and expires on 28 February 2012, exempts Kohinoor Series One Fund Limited (Kohinoor) and every person acting on its behalf, subject to conditions, from clauses 1(4) and 8(5) of Schedule 1 of the Securities Regulations 1983 in respect of any offer of specified securities.

The Securities Commission has decided to grant exemptions to Kohinoor and every person acting on its behalf from clauses 1(4) and 8(5) for the following reasons:

  • the securities being offered are equity securities, but the investment appears closer in substance to a managed fund than an ordinary offer of equity securities:

  • the price of the securities and net asset backing cannot be determined at the time they are offered due to the nature of the offer. Kohinoor therefore requires exemptions in order to make this offer. The conditions of the exemptions require that investors receive relevant information about the pricing mechanism and net tangible asset backing for the securities:

  • Kohinoor has a current prospectus that expires on 31 March 2006. This exemption contains more conditions than the conditions in an expired exemption granted to Kohinoor in 2002. The Securities Commission has created a transitional arrangement in order to reduce compliance costs for Kohinoor by allowing it to continue to allot securities under its current prospectus under the terms and conditions of the expired exemption, until the earlier of—

    • 31 March 2006; or

    • the registration of a new prospectus.


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

Date of notification in Gazette: 26 January 2006.


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 (Kohinoor Series One Fund Limited) Exemption Notice 2006. The reprint incorporates all the amendments to the notice as at 29 February 2012, 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 (Kohinoor Series One Fund Limited) Exemption Notice 2006 (SR 2006/7): clause 3