New Zealand Legislation: Regulations
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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).
This notice is the Securities Act (Cadbury Schweppes Public Limited Company) Exemption Notice 2008.
This notice comes into force on the day after the date of its notification in the Gazette.
This notice expires on the close of 31 March 2009.
(1) In this notice, unless the context otherwise requires,—
Act means the Securities Act 1978
Cadbury means Cadbury plc, a company incorporated in England and Wales
Cadbury Schweppes means Cadbury Schweppes Public Limited Company, a company incorporated in England and Wales
demerger scheme means the scheme in respect of the demerger of part of Cadbury Schweppes's business to be effected by a United Kingdom court—
(a) sanctioning a scheme of arrangement under section 425 of the Companies Act 1985 (UK); and
(b) confirming a reduction of capital under sections 135 to 137 of the Companies Act 1985 (UK)
Dr Pepper means Dr Pepper Snapple Group, Inc., a company incorporated in Delaware, United States of America
employee share scheme securities means securities issued by an overseas company under the terms of an employee share scheme operated by—
(a) that company; or
(b) any of that company's subsidiaries
overseas company means any of Cadbury, Cadbury Schweppes, or Dr Pepper
quotation security means a security—
(a) of a class that is quoted on a specified exchange; or
(b) in relation to which an application has been made for quotation on a specified exchange and, at the time of the offer of the security to the public in New Zealand, the issuer has complied with all the requirements of the specified exchange relating to the application with which it is required to comply at that time
Regulations means the Securities Regulations 1983
specified exchange means a stock exchange in the United Kingdom or the United States of America.
(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.
Each overseas company, every holder of securities previously allotted by an overseas company, and every person acting on behalf of any or all of them are exempted in relation to the demerger scheme from sections 33(2), 33(3), 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of any securities of which that overseas company is the issuer if—
(a) 1 or more of the following apply:
(i) the securities are quotation securities; or
(ii) as part of the demerger scheme, the securities will be cancelled, and in consideration of that cancellation, their former holders will be issued securities of a class that is quoted on a specified exchange; or
(iii) as part of the demerger scheme, the securities will be reclassified as securities in relation to which an application will be made for quotation on a specified exchange; and
(b) the securities are offered as the whole or part of the consideration for the acquisition or cancellation of all or any of the securities of which another overseas company is the issuer; and
(c) the securities of which that other overseas company is the issuer—
(i) are quotation securities; or
(ii) were issued as part of the demerger scheme, are not quoted on a specified exchange, and are not transferable.
Each overseas company, every holder of employee share scheme securities previously allotted by that overseas company, and every person acting on behalf of any or all of them are exempted in relation to the demerger scheme from sections 33(2), 33(3), 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of any employee share scheme securities of which that overseas company is the issuer if—
(a) the employee share scheme securities are of a class that is unquoted on a specified exchange but are issued by an overseas company that has issued quotation securities; or
(b) the employee share scheme securities are offered or allotted as the whole or part of the consideration for the cancellation or lapsing of all or any employee share scheme securities of which another overseas company is the issuer; and
(c) the employee share scheme securities of which that other overseas company is the issuer are unquoted on a specified exchange but other securities of that other overseas company are quotation securities.
The exemptions in clauses 5 and 6 are subject to the condition that the offer of the securities to the public in New Zealand is made in compliance with—
(a) the law of the country on whose exchange securities are quoted or in respect of which an application has or will be made for quotation; and
(b) any code, rules, or other requirements relating to the offer of those securities applying in that country.
Dated at Wellington this 11th day of March 2008.
The Common Seal of the Securities Commission was affixed in the presence of:
[Seal]
J Diplock,
Chairperson.
This notice comes into force on the day after its notification in the Gazette and expires on 31 March 2009.
The notice relates to the overseas companies Cadbury plc, Cadbury Schweppes Public Limited Company, and Dr Pepper Snapple Group, Inc. (the overseas companies). The notice exempts the overseas companies (subject to conditions) from section 33(2), 33(3), 37, 37A, 38A, and 51 to 54B of the Securities Act 1978 and the Securities Regulations 1983 (except regulation 8) in relation to a demerger in which securities issued by the overseas companies will be offered in exchange for one another.
The Securities Commission considers it appropriate to grant the exemption because,—
in circumstances where the issuer is complying with the statutory disclosure regime of a reputable home jurisdiction, insistence on additional disclosure under New Zealand legislation is likely to result in duplication, and may result in New Zealand shareholders being denied the opportunity to participate in the offer:
there are only a small number of relevant shareholders in New Zealand. Full compliance with securities legislation requirements would impose costs that may be prohibitive to the offer being made to these New Zealand shareholders:
the conditions of exemption require that the demerger complies with the laws of both the United States of America and the United Kingdom. These countries are recognised jurisdictions for the purposes of the Securities Act (Overseas Companies) Exemption Notice 2002:
the exemption will allow the New Zealand shareholders to fully participate in the demerger and retain the benefit of their ongoing investment.
Date of notification in Gazette: 13 March 2008.
This notice is administered by the Securities Commission.
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