Securities Act (Quayside Holdings Limited) Exemption Notice 2008

  • expired
  • Securities Act (Quayside Holdings Limited) Exemption Notice 2008: expired, on 31 December 2008, by clause 3.

Reprint
as at 31 December 2008

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Securities Act (Quayside Holdings Limited) Exemption Notice 2008

(SR 2008/4)

  • Securities Act (Quayside Holdings Limited) Exemption Notice 2008: expired, on 31 December 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.

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 (Quayside Holdings Limited) Exemption Notice 2008.

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 31 December 2008.

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

    Act means the Securities Act 1978

    NZX means New Zealand Exchange Limited

    offer means the offer for sale by the offeror of the specified securities to members of the public (among others) pursuant to a registered prospectus and an investment statement

    offeror means Bay of Plenty Regional Council, also known as Environment Bay of Plenty

    Quayside means Quayside Holdings Limited

    Regulations means the Securities Regulations 1983

    specified securities means perpetual preference shares in Quayside held by the offeror.

    (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 of Regulations
  • Quayside, the offeror, and every person acting on behalf of either or both of them are exempted from regulation 23 of the Regulations in respect of the specified securities.

6 Condition of exemption in clause 5
  • The exemption in clause 5 is subject to the condition that NZX has approved the statements in the registered prospectus or advertisement, as the case may be, that refer to—

    • (a) listing or quoting Quayside or the specified securities; or

    • (b) any rule of NZX.

7 Exemption from certain clauses of Schedule 1 of Regulations
  • Quayside, the offeror, and every person acting on behalf of either or both of them are exempted 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 Regulations to the extent that those provisions require information about Port of Tauranga Limited or a subsidiary of Port of Tauranga Limited to be included in a registered prospectus relating to the offer.

8 Conditions of exemption in clause 7
  • The exemption in clause 7 is subject to the conditions that—

    • (a) it is a term of the offer that, within 5 days of receiving a request from a person to whom the offer is made, Quayside will send, or ensure that there is sent, to that person—

      • (i) a copy of the most recent audited financial statements of Port of Tauranga Limited contained in Port of Tauranga Limited's most recent annual report that has been delivered to NZX; and

      • (ii) a copy of the most recent interim financial statements of Port of Tauranga Limited that have been delivered to NZX (if those interim statements are more recent than the most recent audited financial statements of Port of Tauranga Limited); and

    • (b) the registered prospectus and the investment statement relating to the offer each contain a statement that Quayside will, within 5 days of receiving a request from a person to whom the offer is made, send, or ensure that there is sent, to that person a copy of the financial statements referred to in paragraph (a); and

    • (c) Quayside has, prior to the date of registration of the registered prospectus relating to the offer, requested Port of Tauranga Limited to provide to it information that Port of Tauranga Limited considers should be disclosed under 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 Regulations, and that registered prospectus contains any information provided to Quayside by Port of Tauranga Limited in response to that request prior to that date of registration that would, but for the exemption in clause 7, be required to be contained in that prospectus.

9 Exemption from clause 10(1)(c) of Schedule 1 of Regulations
  • Quayside, the offeror, and every person acting on behalf of either or both of them are exempted from clause 10(1)(c) of Schedule 1 of the Regulations in respect of the specified securities.

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

    • (a) the registered prospectus relating to the offer contains a prospective statement of cash flows for the group comprising Quayside and its subsidiaries, other than Port of Tauranga Limited and its subsidiaries, for each of the following periods:

      • (i) the period commencing on 1 July 2007 and ending on the close of 30 June 2008; and

      • (ii) the period commencing on 1 July 2008 and ending on the close of 30 June 2009; and

    • (b) the prospective statements of cash flows referred to in paragraph (a) comply with clause 10(2)(b) of Schedule 1 of the Regulations; and

    • (c) immediately following the prospective statements of cash flows referred to in paragraph (a), there is a statement about the likely receipt and proposed use of the proceeds of the offer of the specified securities.

11 Exemption from clause 42(2) of Schedule 1 of Regulations
  • Quayside, the offeror, and every person acting on behalf of either or both of them are exempted from clause 42(2) of Schedule 1 of the Regulations in respect of the specified securities.

12 Condition of exemption in clause 11
  • The exemption in clause 11 is subject to the condition that the registered prospectus relating to the offer contains statements from Quayside's auditor in, or substantially in, the following form:

    In reliance upon the Securities Act (Quayside Holdings Limited) Exemption Notice 2008 (the QHL Exemption), as explained on page [ ], the prospective statements of cash flows of the group do not contain cash flows of Quayside's subsidiary, Port of Tauranga Limited (POTL), and POTL's subsidiaries, other than the prospective dividend cash flows from POTL to Quayside's subsidiary Quayside Securities Limited (as trustee of the Quayside Unit Trust). This results in the prospective statements of cash flows not being presented on a basis consistent with the accounting policies normally adopted by the group.

    In our opinion, the prospective statements of cash flows for the years ending 30 June 2008 and 30 June 2009 required by clause 10 of the QHL Exemption and set out on page [ ], so far as the accounting policies and calculations are concerned, have been properly compiled on the footing of the assumptions made or adopted by Quayside set out on page [ ] and, except for the matter noted in the preceding paragraph, are presented on a basis consistent with the accounting policies normally adopted by the group.

Dated at Wellington this 22nd day of January 2008.

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

[Seal]


J Diplock,
Chairperson.


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 is a listed company and as such there are restrictions on the nature of the information that the offeror and Quayside can obtain from it for the purposes of the offer; and

  • 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.


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

Date of notification in Gazette: 24 January 2008.


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 (Quayside Holdings Limited) Exemption Notice 2008. The reprint incorporates all the amendments to the notice as at 31 December 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)
  • Securities Act (Quayside Holdings Limited) Exemption Notice 2008 (SR 2008/4): clause 3