Securities Act (Equity Partners Infrastructure Company No. 1 Limited) Exemption Notice 2007

  • expired
  • Securities Act (Equity Partners Infrastructure Company No. 1 Limited) Exemption Notice 2007: expired, on 1 October 2007, by clause 3.

Reprint
as at 1 October 2007

Securities Act (Equity Partners Infrastructure Company No. 1 Limited) Exemption Notice 2007

(SR 2007/100)

  • Securities Act (Equity Partners Infrastructure Company No. 1 Limited) Exemption Notice 2007: expired, on 1 October 2007, by clause 3.


Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this eprint.

A general outline of these changes is set out in the notes at the end of this eprint, together with other explanatory material about this eprint.

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).

1 Title
  • This notice is the Securities Act (Equity Partners Infrastructure Company No. 1 Limited) Exemption Notice 2007.

2 Commencement
  • This notice comes into force on its notification in the Gazette.

3 Expiry
  • This notice expires on the close of 30 September 2007.

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

    Act means the Securities Act 1978

    EPIC means Equity Partners Infrastructure Company No. 1 Limited

    Macquarie Infrastructure means Macquarie Infrastructure Funds Management Limited, a company incorporated in Australia

    NZX means New Zealand Exchange Limited

    offer means the offer to the public of shares in accordance with the offer document

    offer document means the combined prospectus and investment statement in relation to the offer that is, or will be, registered on or about 27 April 2007

    shares means ordinary shares in EPIC

    Regulations means the Securities Regulations 1983.

    (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 from regulation 23
  • EPIC and every person acting on its behalf are exempted from regulation 23 of the Regulations in respect of the offer.

6 Conditions of exemption in clause 5
  • The exemption in clause 5 is subject to the conditions that—

    • (a) the offer document contains no statement referring to the listing or intended listing of the shares on a market operated by NZX, other than a statement that has been approved by NZX; and

    • (b) the offer document contains a description of—

      • (i) the covenant given by EPIC in favour of Macquarie Infrastructure by which EPIC has agreed not to apply for a listing on the principal equity securities market operated by NZX without the prior approval of Macquarie Infrastructure; and

      • (ii) the principal reasons of Macquarie Infrastructure for requiring the covenant; and

    • (c) the offer document contains a prominent warning that—

      • (i) there can be no assurance that the approval of Macquarie Infrastructure referred to in paragraph (b)(i) will be obtained, or that, if the approval is obtained, NZX will quote the shares; and

      • (ii) if the shares are not quoted on a securities market, there will be no established market for the shares, they will only be able to be traded privately, and that this will limit the investor's ability to sell their shares.

Dated at Wellington this 23rd day of April 2007.

The Common Seal of the Securities Commission was affixed in the presence of:

C A N Beyer,

Member.

[Seal]

Statement of reasons

This notice, which comes into force on its notification in the Gazette and expires on 30 September 2007, applies to an offer of equity securities in Equity Partners Infrastructure Company No. 1 Limited (EPIC). It exempts EPIC, subject to conditions, from regulation 23 of the Securities Regulations 1983 (the Regulations).

The effect of the exemption is to allow EPIC to include in its offer documents a statement that it intends to list on a market operated by New Zealand Exchange Limited (NZX), although no application to list can be made at this time. The exemption is subject to conditions requiring disclosure of the main risks to investors.

The Securities Commission considers that it is appropriate to grant the exemption for the following reasons:

  • strict compliance with regulation 23 of the Regulations in this case could result in material information about the intention to list the securities and the ability of subscribers to on-sell their securities not being provided to potential investors:

  • any statement made in the relevant offer document, or any advertisement relating to the securities, must not contain a statement referring to the listing or intended listing of the securities on a market operated by NZX, other than a statement that has been approved by NZX:

  • potential investors will be made aware of the existence of a covenant that requires the approval of a third party before EPIC can apply for listing, and the reasons for this covenant. This will enable potential investors to make an informed decision about the main risks to any listing, and the consequences if the shares are not listed.


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

Date of notification in Gazette: 26 April 2007.


Contents

  • 1General

  • 2About this eprint

  • 3List of amendments incorporated in this eprint (most recent first)


Notes
1 General
  • This is an eprint of the Securities Act (Equity Partners Infrastructure Company No. 1 Limited) Exemption Notice 2007. It incorporates all the amendments to the Securities Act (Equity Partners Infrastructure Company No. 1 Limited) Exemption Notice 2007 as at 1 October 2007. The list of amendments at the end of these notes specifies all the amendments incorporated into this eprint since 4 September 2007. Relevant provisions of any amending enactments that contain transitional, savings, or application provisions are also included, after the Principal enactment, in chronological order.

2 About this eprint
  • This eprint has not been officialised. For more information about officialisation, please see "Making online legislation official" under "Status of legislation on this site" in the About section of this website.

3 List of amendments incorporated in this eprint (most recent first)