Securities Act (Canterbury Building Society) Exemption Notice 2007

  • expired
  • Securities Act (Canterbury Building Society) Exemption Notice 2007: expired, on 1 March 2008, by clause 3.

Reprint
as at 1 March 2008

Crest

Securities Act (Canterbury Building Society) Exemption Notice 2007

(SR 2007/350)

  • Securities Act (Canterbury Building Society) Exemption Notice 2007: expired, on 1 March 2008, 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.

The Securities Act (Canterbury Building Society) Exemption Notice 2007 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 (Canterbury Building Society) Exemption Notice 2007.

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 29 February 2008.

    Clause 3: amended, on 30 November 2007, by clause 4 of the Securities Act (Canterbury Building Society) Exemption Amendment Notice (No 2) 2007 (SR 2007/360).

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

    Act means the Securities Act 1978

    CBS means Canterbury Building Society

    designated date means a date that is not more than 21 days before the date on which the information, statements, certificates, and other matters required under clause 6(d) are sent to members of LBS

    FRS-42 means Financial Reporting Standard No 42, approved under the Financial Reporting Act 1993

    LBS means Loan and Building Society

    merged society means CBS after LBS has merged with it in accordance with the merger

    merger means the union of CBS and LBS that is to be effected under section 32 of the Building Societies Act 1965

    Regulations means the Securities Regulations 1983

    specified participatory securities means ordinary shares in the capital of CBS that are, or are to be, offered under the merger.

    (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 Exemptions from sections 33(3) and 53 to 53F of Act and regulation 3(3) of Regulations
  • CBS and every person acting on its behalf are exempted from sections 33(3) and 53 to 53F of the Act and regulation 3(3) of the Regulations in respect of the specified participatory securities.

6 Conditions of exemptions in clause 5
  • The exemptions in clause 5 are subject to the conditions that—

    • (a) the registered prospectus for the offer of the specified participatory securities contains—

      • (i) the information, statements, certificates, and other matters specified in clauses 2, 4 to 7, 16, 17, 21, 39, and 40 of Schedule 1 of the Regulations applied as if the specified participatory securities were equity securities; and

      • (ii) a description and, if practicable, quantification of all liabilities (including potential and contingent liabilities) that a subscriber for specified participatory securities will or may incur as a holder of specified participatory securities; and

    • (b) the registered prospectus for the offer of the specified participatory securities contains, or is accompanied by,—

      • (i) copies of the most recent audited consolidated financial statements of CBS and of LBS that—

        • (B) in the case of interim consolidated financial statements, have been prepared to comply with the Financial Reporting Act 1993 as if they required registration under that Act; and

      • (ii) if the date of allotment of the specified participatory securities would be more than 9 months after the balance date of the financial statements of CBS referred to in subparagraph (i), a copy of the interim consolidated financial statements of CBS that comply with that subparagraph (except that they need not be audited) for a period beginning on the day after that balance date and ending on a date that is not more than 9 months later; and

      • (iii) a copy of a prospective consolidated statement of financial position for the merged society as at the date on which the merger is proposed to take effect that complies with FRS-42; and

      • (iv) copies of prospective consolidated statements of financial position, financial performance, and cash flows for 1 or more future accounting periods of the merged society that in each case are prepared as if the merger had already been effected and that comply with FRS-42; and

      • (v) a statement by the directors of CBS as to whether, after due inquiry by them in relation to the period between the balance date of the financial statements of CBS referred to in subparagraph (i) or of the interim financial statements of CBS referred to in subparagraph (ii) (as the case may be) and the designated date, there have, in their opinion, arisen any circumstances that materially adversely affect—

        • (A) the trading or profitability of CBS; or

        • (B) the value of its assets; or

        • (C) the ability of CBS to pay its liabilities due within the next 12 months; and

      • (vi) a statement by the directors of CBS that, between the balance date of the financial statements of CBS referred to in subparagraph (i) or of the interim financial statements of CBS referred to in subparagraph (ii) (as the case may be) and the designated date, there have been no material changes in the nature of the business of CBS; and

      • (vii) the information, statements, certificates, and other matters that must be sent to shareholders under section 221(3)(a) to (d), (f), and (g)of the Companies Act 1993 applied as if CBS and LBS were companies amalgamating under Part 13 of that Act; and

    • (c) the date of allotment of any specified participatory securities is not more than 9 months after the balance date of the financial statements of CBS referred to in paragraph (b)(i) or of any interim financial statements of CBS referred to in paragraph (b)(ii) (as the case may be); and

    • (d) it is a term of the offer of the specified participatory securities that CBS complies with the applicable requirements of the amalgamation procedure under sections 220 and 221(1), (2), and (3)(a) to (d), (f), and (g) of the Companies Act 1993 applied as if CBS and LBS were companies amalgamating under Part 13 of that Act; and

    • (e) it is a term of the offer that CBS complies with sections 53 to 53F of the Act applied as if the specified participatory securities were equity securities.

7 When certain financial statements not required
  • The registered prospectus for the offer of the specified participatory securities does not have to contain, or be accompanied by, the financial statements of LBS referred to in clause 6(b)(i) if—

    • (a) a copy of the most recent annual report of LBS has previously been sent to the members of LBS; or

    • (b) a copy of the most recent financial statements of LBS has previously been sent to the members of LBS under section 97A of the Building Societies Act 1965.

8 Exemption from regulation 7A(1) of Regulations
  • CBS and every person acting on its behalf are exempted from regulation 7A(1) of the Regulations in respect of the specified participatory securities.

9 Condition of exemption in clause 8
  • The exemption in clause 8 is subject to the condition that every investment statement that relates to the specified participatory securities contains all of the information, statements, and other matters specified in Schedule 3D of the Regulations that are applicable as if the specified participatory securities were equity securities (subject to the modifications referred to in clauses 10 and 11).

10 Exemption from clauses 1(1) and 5 of Schedule 3D of Regulations
  • (1) CBS and every person acting on its behalf are exempted, in respect of the specified participatory securities, from the requirement to include in an investment statement in the list of questions referred to in clause 1(1) of Schedule 3D of the Regulations, the question How much do I pay?.

    (2) CBS and every person acting on its behalf are exempted, in respect of the specified participatory securities, from clause 5 of Schedule 3D of the Regulations and the italicised question above that clause.

11 Conditions of exemptions in clause 10
  • (1) The exemption in clause 10(1) is subject to the condition that, in place of the question How much do I pay?, the investment statement includes the question What will this cost me?.

    (2) The exemption in clause 10(2) is subject to the condition that the investment statement contains a brief description of the terms on which the securities of LBS can be exchanged for the specified participatory securities.

Dated at Wellington this 13th day of November 2007.

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 December 2007, exempts Canterbury Building Society (CBS), subject to conditions, from sections 33(3) and 53 to 53F of the Securities Act 1978 and regulations 3(3) and 7A(1) and clauses 1(1) and 5 of Schedule 3D of the Securities Regulations 1983 in respect of a proposed merger between CBS and Loan and Building Society (LBS).

The Securities Commission considers that it is appropriate to grant the exemptions because—


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

Date of notification in Gazette: 15 November 2007.


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 (Canterbury Building Society) Exemption Notice 2007. The reprint incorporates all the amendments to the Securities Act (Canterbury Building Society) Exemption Notice 2007 as at 1 March 2008, 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)