Dated at Wellington this 23rd day of January 2007.
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, amends the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 (the principal notice) to name Bluestone Group Pty Limited (Bluestone) as a specified overseas issuer for the purposes of that notice.
The effect of this amendment is that, subject to conditions, Bluestone is exempted from the prospectus and investment statement requirements, participation deed, statutory supervisor requirements, and certain other requirements of the Securities Act 1978 and from the Securities Regulations 1983 (except regulation 8) in respect of securities offered under its employee share purchase scheme.
The Securities Commission has adopted criteria for considering applications for the naming of an overseas company as a specified overseas issuer. These are that the company should—
•be incorporated in a jurisdiction specified in Schedule 2 of the principal notice; and
•have in place arrangements for eligible shareholders to sell their shares, either through an alternative or internal market or through a repurchase facility, where the Commission considers the arrangements provide adequate liquidity for shareholders and adequate information to assist shareholders' decision making.
The Commission considers it appropriate to name Bluestone as a specified overseas issuer because—
•Bluestone is incorporated in Australia, a jurisdiction named in Schedule 2 of the principal notice; and
•the Commission considers that the repurchase facilities put in place by Bluestone provide sufficient liquidity and information to adequately protect employee shareholders.