Securities Act (Apata Limited) Exemption Notice 2006

  • expired
  • Securities Act (Apata Limited) Exemption Notice 2006: expired, on 28 July 2011, by clause 3.

Reprint
as at 28 July 2011

Coat of Arms of New Zealand

Securities Act (Apata Limited) Exemption Notice 2006

(SR 2006/200)

  • Securities Act (Apata Limited) Exemption Notice 2006: expired, on 28 July 2011, 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 (Apata 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 27 July 2011.

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

    Act means the Securities Act 1978

    company means Apata Limited

    Regulations means the Securities Regulations 1983

    specified equity security means an equity security offered by the company to any person who is, or after allotment will be, a transacting shareholder

    transacting shareholder means, in relation to the company, any person who would be a transacting shareholder under section 4 of the Co-operative Companies Act 1996 if the company was a co-operative company under that Act.

    (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
6 Condition that financial statements must be attached to prospectus
  • The exemption in clause 5(a) is subject to the condition that a copy of the most recent audited financial statements or group financial statements of the company, being financial statements that comply with the Financial Reporting Act 1993, is attached to, or contained in, every copy of the registered prospectus sent to a person under section 54B of the Act.

7 Condition that information must be contained in annual report of company
  • (1) The exemption in clause 5(c) is subject to the condition that the information required by clauses 4, 5A, 6, 7, 12 to 14, 17, 18, 20, and 42 of Schedule 1 of the Regulations is contained in every annual report of the company.

    (2) However, where any of the clauses referred to in subclause (1) define a date or period for which information must be provided by reference to the specified date (as defined in regulation 2(1) of the Regulations), the information must instead be provided by reference to the date that 2 directors of the company signed the annual report on behalf of the board.

8 Condition that directors' statement must be attached to investment statement
  • (1) The exemptions in clause 5(a) and (c) are subject to the further condition that every copy of the investment statement that is sent or made available to any person more than 9 months after the date of the most recent statement of financial position of the company registered under the Financial Reporting Act 1993 has attached to it, or contained in it, a statement—

    • (a) that is dated 9 months after the date of that statement of financial position; and

    • (b) that is signed by each of the directors of the company (or his or her agent who has been authorised in writing).

    (2) The statement must contain the following matters:

    • (a) particulars of any material matters relating to the offer of securities other than—

      • (i) matters set out elsewhere in the investment statement, registered prospectus, or most recent financial statements; and

      • (ii) contracts entered into in the ordinary course of business; and

    • (b) a statement as to whether, after due inquiry by them in relation to the period between the date of the most recent statement of financial position and the date of the directors' statement referred to in this clause, there have, in their opinion, arisen any circumstances that materially adversely affect—

      • (i) the trading or profitability of the company; or

      • (ii) the value of the assets of the company; or

      • (iii) the ability of the company to pay its liabilities due within the next 12 months.

9 Condition about statement of shareholding in lieu of certificate evidencing securities
  • (1) The exemption in clause 5(b) is subject to the condition that the company sends to each transacting shareholder annually, and at any time on request, a written statement that sets out—

    • (a) the class or classes of securities held by that shareholder; and

    • (b) the number of securities of each class held by that shareholder.

    (2) However, this condition does not require the company to send an annual statement to a transacting shareholder if the total number of securities in each class held by the shareholder has not changed since the most recent of the following dates:

    • (a) the date on which this notice comes into force:

    • (b) the date on which a written statement was sent to the shareholder under this clause:

    • (c) the date on which a certificate was sent to the shareholder under section 54 of the Act.

10 Revocation
  • The Securities Act (Apata Centrepac Limited) Exemption Notice 2002 (SR 2002/14) is revoked.

Dated at Wellington this 25th day of July 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 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.


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

Date of notification in Gazette: 27 July 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 (Apata Limited) Exemption Notice 2006. The reprint incorporates all the amendments to the notice as at 28 July 2011, 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 (Apata Limited) Exemption Notice 2006 (SR 2006/200): clause 3