Dated at Wellington this 25th day of July 2006.
The Common Seal of the Securities Commission was affixed in the presence of:
Statement of reasons
This notice, which comes into force on the day after the date of its notification in the Gazette and expires on 27 July 2011, revokes and replaces the Securities Act (Apata Centrepac Limited) Exemption Notice 2002.
The notice exempts Apata Limited (Apata), in respect of equity securities offered by Apata to any person who would be a transacting shareholder under section 4 of the Co-operative Companies Act 1996 if Apata was a co-operative company under that Act. The exemptions are from sections 37A(1)(c) and 54 of the Securities Act 1978, and from clauses 4 to 9, 11 to 20, 22 to 38, and 40 to 42 of Schedule 1 of the Securities Regulations 1983.
The effect of the exemptions is—
to allow Apata to use an evergreen short-form prospectus. Certain information that would normally be disclosed in the prospectus is to be disclosed in Apata's annual report. A copy of the most recent audited financial statements is to be attached to every prospectus sent under section 54B of the Securities Act 1978. Also, investment statements distributed more than 9 months after the date of the most recent statement of financial position must provide updated information on material matters relating to the offer of securities and circumstances materially adversely affecting the company's trading, profitability, asset value, or ability to pay its liabilities:
to exempt Apata from sending share certificates when it allots shares, subject to conditions.
The Securities Commission considers that it is appropriate to grant the exemptions because—
Apata has chosen not to register as a co-operative company but operates in a similar manner to a co-operative company. It is substantially owned by those using its services and its principal business is the provision of services to its shareholders. Shareholders and prospective shareholders are participants in the industry and are familiar with the industry and the company. Shareholders have access to information on a regular basis and have routine opportunities to participate in the appointment of directors, the governance process, and policy development:
the exemptions enable Apata to reduce compliance costs by registering an evergreen short-form prospectus. The conditions subject to which the exemptions are granted are intended to ensure that investors receive up-to-date material information about the securities, in a manner that does not unnecessarily increase compliance costs by requiring disclosure of less material matters or matters that are disclosed elsewhere.