Securities Act (Fonterra Co-operative Group Limited) Exemption Notice 2009

  • expired
  • Securities Act (Fonterra Co-operative Group Limited) Exemption Notice 2009: expired, on 1 July 2009, by clause 3.

Reprint
as at 1 July 2009

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Securities Act (Fonterra Co-operative Group Limited) Exemption Notice 2009

(SR 2009/3)

  • Securities Act (Fonterra Co-operative Group Limited) Exemption Notice 2009: expired, on 1 July 2009, 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 (Fonterra Co-operative Group Limited) Exemption Notice 2009.

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 30 June 2009.

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

    Act means the Securities Act 1978

    Fonterra means Fonterra Co-operative Group Limited

    offer means an offer by Fonterra of specified securities to the public pursuant to a prospectus that is, or will be, registered on or about 30 January 2009

    Regulations means the Securities Regulations 1983

    specified securities means fixed rate bonds issued by Fonterra.

    (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 clause 24(b)(i) of Schedule 2 of Regulations
  • Fonterra and every person acting on its behalf are exempted from clause 24(b)(i) of Schedule 2 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 each statement of financial position required by clause 16 of Schedule 2 of the Regulations, or notes to that statement of financial position which are set out in the registered prospectus relating to the specified securities, state, in addition to the aggregate amount of investments required by clause 24(a), as a separate item, the amounts included within that aggregate amount in respect of the total of investments in subsidiaries that are not guaranteeing subsidiaries at deemed cost (less amounts written off) as recorded in the most recent published financial statements of Fonterra.

Dated at Wellington this 20th day of January 2009.

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

[Seal]

K Dunstan,
Member.


Statement of reasons

This notice, which comes into force on the day after the date of its notification in the Gazette and expires on the close of 30 June 2009, relates to an offer of debt securities to the public by Fonterra Co-operative Group Limited (Fonterra).

The notice exempts Fonterra from clause 24(b)(i) of Schedule 2 of the Securities Regulations 1983 (the Regulations), which would require the registered prospectus for the debt securities to show the total of investments in all non-guaranteeing subsidiaries at the lesser of cost (less amounts written off) or market value (if ascertainable). The exemption is subject to a condition that the total of these investments is stated in the registered prospectus at deemed cost, as recorded in the most recent published financial statements of Fonterra.

The Securities Commission considers that it is appropriate to grant the exemption for the following reasons:

  • the New Zealand Equivalent to International Financial Reporting Standards 1 (NZ IFRS 1), approved under the Financial Reporting Act 1993, allows companies to adopt deemed cost in the valuation of subsidiaries, whereas the Regulations do not allow this flexibility. The exemption allows Fonterra, in its registered prospectus for the debt securities, to recognise the value of subsidiaries in a manner consistent with NZ IFRS 1:

  • as Fonterra has already adopted a deemed cost approach to valuing its subsidiaries in its published financial statements, the exemption avoids the possible confusion that might arise if a different basis for the valuation of subsidiaries is used in the financial statements in the registered prospectus.


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

Date of notification in Gazette: 22 January 2009.


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 (Fonterra Co-operative Group Limited) Exemption Notice 2009. The reprint incorporates all the amendments to the notice as at 1 July 2009, 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 (Fonterra Co-operative Group Limited) Exemption Notice 2009 (SR 2009/3): clause 3