Dated at Wellington this 21st day of March 2006.
The Common Seal of the Securities Commission was affixed in the presence of:
C A N Beyer,
Statement of reasons
This notice comes into force on the day after the date of its notification in the Gazette and expires on 31 July 2010.
This notice exempts registered banks, overseas banks, Shell Todd Oil Services Limited (Shell Todd), and any subsidiary of Royal Dutch Shell plc (RDS), and any person acting on behalf of any of them, from sections 33(2), 37, 37A, 38A, and 51 to 54B of the Securities Act 1978 and the Securities Regulations 1983 (except regulation 8).
The exemption applies, subject to conditions, to debt securities issued to employees or directors of Shell Todd or a subsidiary of RDS in connection with an employee share purchase scheme.
The Securities Commission considers that it is appropriate to grant the exemption because—
one of the companies operated by the Shell Group in New Zealand is a 50/50 joint venture company owned by Shell (Petroleum Mining) Company Limited and Todd Petroleum Mining Company Limited. Shell Group will extend the offer of debt securities to employees of that company. Those employees are likely to have knowledge of RDS on the basis of their employment with the joint venture company. The offer to those employees prevents reliance on the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 (the OESPS class exemption) because the joint venture company is not a subsidiary of RDS. In other respects the offer would comply with the OESPS class exemption:
the Securities Commission has previously approved an exemption that is similar in all material respects for Serco Group plc. A previous exemption, now expired, granted to the Shell Group was also similar in all material respects. The Securities Commission considers it is consistent with the policy of the OESPS class exemption and with the previous Serco and Shell exemptions to grant this exemption.