Dated at Wellington this 22nd day of January 2008.
The Common Seal of the Securities Commission was affixed in the presence of:
Statement of reasons
This notice comes into force on the day after its notification in the Gazette and expires on 31 December 2008.
This notice relates to the offer (the offer) of perpetual preference shares (specified securities) in Quayside Holdings Limited (Quayside) by Bay of Plenty Regional Council (the offeror).
This notice exempts Quayside, the offeror, and every person acting on behalf of either or both of them from clauses 7(2), 9(1), 9(2), 10(1)(a), 11(2), 11(3), 12, 13, 15(3), 15(4), 16(2)(c)(i), 16(2)(d)(i), 17, 18, 20, and 41 of Schedule 1 of the Securities Regulations 1983 (the Regulations) to the extent that those provisions would require information about the offeror's subsidiary, Port of Tauranga Limited (POTL), (or any of POTL's subsidiaries) to be included in a registered prospectus relating to the offer.
This notice also exempts Quayside, the offeror, and every person acting on behalf of either or both of them from regulation 23 and clauses 10(1)(c) and 42(2) of Schedule 1 of the Regulations in respect of the specified securities.
All of the exemptions are subject to a number of conditions.
The Securities Commission considers it is appropriate to grant the exemptions because—
POTL and its subsidiaries are not involved in the offer and have no interest in the outcome of the offer; and
the exemption from clause 10(1)(c) of Schedule 1 of the Regulations will allow the prospective financial information to be aligned to Quayside's normal accounting period. This means that the prospective information will be more easily comparable to financial statements that are produced by Quayside. This will make the information of more use to investors; and
the conditions of the exemption require that the prospective statements of cash flows contain all the information normally required under the Regulations except in respect of the consolidation of POTL and its subsidiaries, and that those statements must be accompanied by a statement about the use of the proceeds of the offer; and
Quayside is unable to rely on the exemption from clause 10(1)(c) of Schedule 1 of the Regulations in clause 11 of the Securities Act (NZX Issuers) Exemption Notice 2007 as that exemption would require the prospective statements of cash flows to include information about POTL and its subsidiaries; and
strict compliance with regulation 23 of the Regulations could result in material information about the quotation of the specified securities not being provided to investors; and
the conditions of the exemption require that any statement referring to quotation or intended quotation of the specified securities on a market operated by New Zealand Exchange Limited made in the relevant offer document or advertisement relating to the offer must be approved by New Zealand Exchange Limited; and
the exemption from clause 42(2) of Schedule 1 of the Regulations allows an auditor's report that is tailored to the prospective financial information for Quayside to be provided in the registered prospectus.