New Zealand Legislation: Regulations
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Add to web feed 2008/67
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 (Maui Capital Indigo Fund Limited) 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
issuers means each of Maui Capital Indigo Fund Limited and the investment companies listed in the Schedule
Regulations means the Securities Regulations 1983
specified security means a stapled security offered to the public by the issuers comprising—
(a) 1 ordinary voting share, and 100 non-voting redeemable preference shares, in Maui Capital Indigo Fund Limited; and
(b) 1 non-voting non-redeemable preference share in each of the investment companies listed in the Schedule.
(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.
The issuers and every person acting on behalf of any or all of them are exempted from clause 10(1)(c) of Schedule 1 of the Regulations in respect of the specified securities.
The exemption in clause 5 is subject to the conditions that—
(a) the registered prospectus relating to the offer of the specified securities contains, in the place where the prospective statement of cash flows required by clause 10(1)(c) of Schedule 1 of the Regulations would otherwise be set out,—
(i) a prominent statement to the effect that investors should regard investment in the issuers as high risk; and
(ii) a prominent statement to the effect that the directors of the issuers believe that they are unable to provide a meaningful prospective statement of cash flows and a statement of the directors' reasons for forming that view; and
(b) the investment statement relating to the offer of the specified securities contains at the front of the “What returns will I get?”
section a prominent statement to the effect that the issuers believe that they are unable to reliably predict future returns, and that investors should rely on their own judgement or on independent advice as to the likely level of returns.
Schedule |
| MCIF No. 1 Limited | MCIF No. 11 Limited | MCIF No. 21 Limited |
|---|---|---|
| MCIF No. 2 Limited | MCIF No. 12 Limited | MCIF No. 22 Limited |
| MCIF No. 3 Limited | MCIF No. 13 Limited | MCIF No. 23 Limited |
| MCIF No. 4 Limited | MCIF No. 14 Limited | MCIF No. 24 Limited |
| MCIF No. 5 Limited | MCIF No. 15 Limited | MCIF No. 25 Limited |
| MCIF No. 6 Limited | MCIF No. 16 Limited | MCIF No. 26 Limited |
| MCIF No. 7 Limited | MCIF No. 17 Limited | MCIF No. 27 Limited |
| MCIF No. 8 Limited | MCIF No. 18 Limited | MCIF No. 28 Limited |
| MCIF No. 9 Limited | MCIF No. 19 Limited | MCIF No. 29 Limited |
| MCIF No. 10 Limited | MCIF No. 20 Limited | MCIF No. 30 Limited |
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,
Member.
This notice, which comes into force on the day after the date of its notification in the Gazette and expires on 31 March 2009, exempts Maui Capital Indigo Fund Limited and 30 associated special purpose investment companies from clause 10(1)(c) of Schedule 1 of the Securities Regulations 1983 (the Regulations), which is the requirement that the registered prospectus must provide a prospective statement of cash flows.
The Securities Commission considers that the exemption is appropriate for the following reasons:
the issuers are investment companies, and their business is more akin to that of a managed fund investing in market instruments than a traditional company. The issuers have not yet determined the precise make-up of their investment portfolio. For this reason, the provision of prospective financial information by the issuers would be highly speculative and may be of little relevance to potential investors:
the condition that the prospectus contains a statement of the issuers' reasons for not providing the prospective statement of cash flows, and an acknowledgement that the investment is high risk, requires that potential investors are informed that certain information is not included and why, and that their attention is drawn to the nature of the investment:
the directors of the issuers must still give a general description of their plans under clause 10(1)(a) of Schedule 1 of the Regulations:
the exemption is consistent with earlier exemptions granted by the Commission and reflects current Commission policy.
Date of notification in Gazette: 13 March 2008.
This notice is administered by the Securities Commission.
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