Securities Act (Belgrave First Management Limited and Covenant Trustee Company Limited) Exemption Notice 2006

  • expired
  • Securities Act (Belgrave First Management Limited and Covenant Trustee Company Limited) Exemption Notice 2006: expired, on 1 November 2011, by clause 3.

Reprint
as at 1 November 2011

Coat of Arms of New Zealand

Securities Act (Belgrave First Management Limited and Covenant Trustee Company Limited) Exemption Notice 2006

(SR 2006/314)

  • Securities Act (Belgrave First Management Limited and Covenant Trustee Company Limited) Exemption Notice 2006: expired, on 1 November 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 (Belgrave First Management Limited and Covenant Trustee Company 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 31 October 2011.

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

    Act means the Securities Act 1978

    convertible security means a debt security—

    • (a) that is convertible into a unit in the trust; and

    • (b) that is offered in conjunction with a unit in the trust

    manager means Belgrave First Management Limited

    Regulations means the Securities Regulations 1983

    trust means the unit trust to be called the Belgrave Insured First Mortgage Fund

    trustee means Covenant Trustee Company Limited

    units means units in the trust.

    (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.

    Clause 4(1) trust: amended, on 27 July 2007, by clause 4 of the Securities Act (Belgrave First Management Limited and Covenant Trustee Company Limited) Exemption Amendment Notice 2007 (SR 2007/200).

5 Exemptions for manager and trustee from sections 33(2), 41, and 43 of Act
  • The manager, the trustee, and every person acting on behalf of either or both of them are exempted from—

    • (a) section 33(2) of the Act in respect of convertible securities; and

    • (b) sections 41 and 43 of the Act to the extent that those sections require a prospectus, or an amendment to a registered prospectus, for convertible securities to be signed by the trustee as issuer or the trustee’s directors as directors of the issuer.

6 Exemptions for trustee from sections 37, 37A, 38A, and 51 to 54B of the Act and from Regulations
  • The trustee and every person acting on its behalf (but not the manager) are exempted from sections 37, 37A, 38A, and 51 to 54B of the Act and from the Regulations in respect of convertible securities.

7 Exemptions for manager from regulations 3 and 7A of Regulations and various provisions of Schedule 2 of Regulations
  • The manager and every person acting on its behalf are exempted from—

    • (a) regulations 3 and 7A of the Regulations to the extent that these provisions require disclosure of information in a registered prospectus or investment statement for the convertible securities about the trustee as issuer of those securities or about the trustee’s directors as directors of the issuer; and

8 Conditions of exemptions in clauses 5 to 7
  • The exemptions in clauses 5 to 7 are subject to the conditions that—

    • (a) the trustee has been appointed trustee in respect of the convertible securities; and

    • (b) the trust deed for the trust contains clauses equivalent to the clauses that are deemed by Schedule 5 of the Regulations to be included in trust deeds for debt securities; and

    • (c) the manager and the trustee have signed the trust deed for the trust; and

    • (d) the trust deed for the trust is lodged with the Registrar under section 9 of the Unit Trusts Act 1960; and

    • (e) the convertible securities are issued pursuant to the trust deed for the trust; and

    • (f) the registered prospectus and investment statement for the convertible securities both contain the following:

      • (i) a description of the effect of the exemption for the trustee; and

      • (ii) a statement that the disclosure obligations that the trustee would otherwise have except for the exemption in clause 6 have been undertaken by the manager; and

      • (iii) a statement that it is a term of the offer that the obligations the trustee would otherwise have, except for the exemption in clause 6, to keep a register of convertible securities and to permit access to this register under sections 51 and 52 of the Act have been undertaken by the manager; and

      • (iv) a statement that it is a term of the offer that the manager will send, or cause to be sent, to a holder of convertible securities at any time on request, and to each holder of convertible securities at least once every 6 months, a written statement that properly evidences the nature and ownership of the convertible securities of the holder.

9 Exemption for manager from section 37A(1)(c) of Act
  • The manager and every person acting on its behalf are exempted from section 37A(1)(c) of the Act in respect of any units that are, or are to be, allotted under the terms of the convertible securities.

10 Conditions of exemption in clause 9
  • The exemption in clause 9 is subject to the conditions that—

    • (a) the convertible securities have been allotted under a registered prospectus that contains particulars of all material matters relating to the offer of the units to be allotted on conversion of the convertible securities; and

    • (b) before allotment of the units on conversion of the convertible securities, the following documents have been sent to every person who was, at the time the documents were sent, a registered holder of the same class of convertible securities in respect of which the units are allotted:

      • (i) a copy of the trust’s most recent audited financial statements that comply with the Financial Reporting Act 1993 and with the provisions of any other relevant enactments; and

      • (ii) if the date of allotment of the units on conversion of the convertible securities would be later than 9 months after the date of the financial statements referred to in subparagraph (i), a copy of—

        • (A) interim financial statements for the period beginning on the day after the date of the financial statements referred to in subparagraph (i) and ending on a date that is not later than 9 months after that date, that comply with the provisions of the Financial Reporting Act 1993 relating to financial statements and with the provisions of any other relevant enactment (except that they need not be audited); and

        • (B) a statement containing a description of the trust; and

    • (c) the date of allotment of the units on conversion of the convertible securities is not more than 9 months after the date of the financial statements or interim financial statements referred to in paragraph (b).

11 Exemption for manager from section 54B(3)(b) of Act
  • The manager and every person acting on its behalf are exempted from section 54B(3)(b) of the Act to the extent that it requires financial statements of the trustee as issuer of the convertible securities to be sent to any person on request.

12 Exemption for manager from regulation 12(1) of Regulations
  • The manager and every person acting on its behalf are exempted from regulation 12(1) of the Regulations in respect of convertible securities and units.

13 Conditions of exemption in clause 12
  • The exemption in clause 12 is subject to the conditions that—

    • (a) any statement of assets or net assets of any person in any advertisement relating to the convertible securities is in respect of the trust; and

    • (b) any statement of total assets of the trust in any advertisement relating to the convertible securities also states with equal prominence the total liabilities of the trust; and

    • (c) any statement of financial position, statement of financial performance, and statement of cash flows for the trust contained in an advertisement relating to convertible securities is the same as the statement of financial position, statement of financial performance, and statement of cash flows for the trust contained in the registered prospectus; and

    • (d) if the advertisement relating to the convertible securities contains an unaudited statement of financial position, unaudited statement of financial performance, or unaudited statement of cash flows for the trust, the advertisement states that those statements are unaudited.

Dated at Wellington this 10th day of October 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 31 October 2011, exempts the manager and the trustee of the Belgrave Insured First Mortgage Fund (the trust), subject to conditions, from certain provisions of the Securities Act 1978 (the Act) and the Securities Regulations 1983 in respect of debt securities that are convertible into units in a unit trust.

The Securities Commission considers that it is appropriate to grant this exemption because—

  • securities that are convertible into units in a unit trust are debt securities issued by the unit trustee for the purposes of the Act. Practical compliance with the Act can create an extra layer of compliance activity and costs if the unit trustee of a unit trust is required to appoint a trustee for the debt securities; and

  • the securities in this case are notes that are convertible at any time at the option of the manager of the trust. Accordingly, subscribers in the convertible notes appear to acquire a vested interest in the property of the trust. As such, the Commission considers that the notes confer rights falling within the definition of unit in section 2(1) of the Act. The Commission considers it preferable to grant an exemption under which the issuer’s disclosure obligations are discharged by the manager of the trust, on conditions that require the unit trustee to act as trustee of the debt securities; and

  • the exemption from disclosure upon conversion is consistent with previous exemption notice precedents and requires all material matters about the underlying units to be disclosed at the time of the offer of the convertible securities.


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

Date of notification in Gazette: 12 October 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 (Belgrave First Management Limited and Covenant Trustee Company Limited) Exemption Notice 2006. The reprint incorporates all the amendments to the notice as at 1 November 2011, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.

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/legislation/reprints.shtml or Part 8 of the Tables of 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)