Dated at Wellington this 7th day of May 2009.
The Common Seal of the Securities Commission was affixed in the presence of:
Statement of reasons
This notice, which comes into force on the day after the date of its notification in the Gazette, amends the Securities Act (BBI Networks (New Zealand) Limited) Exemption Notice 2009.
This notice exempts BBI Networks (New Zealand) Limited (BBINNZ) and various other parties, subject to conditions, from sections 37, 37A, and 51 to 54 of the Securities Act 1978 (the Act) in relation to the allotment on 17 May 2009 (or the next working day after that day) of securities resulting from the conversion of subordinated prime adjusting reset convertible securities issued by BBINNZ (bonds) pursuant to requests for conversion received from bond holders on or before 26 March 2009.
Bond holders currently have a right to convert on 17 May 2009 up to 50% of their bonds into Babcock & Brown Infrastructure stapled securities, which comprise shares in Babcock & Brown Infrastructure Limited and units in the Babcock & Brown Infrastructure Trust. BBINNZ is proposing to vary the terms of issue of the bonds to defer this current right to convert for 12 months from 17 May 2009 to 17 May 2010. BBINNZ has sent a notice of meeting and an explanatory memorandum to bond holders setting out the proposed variations, which require approval by an extraordinary resolution of bond holders, and has also registered a short-form prospectus in respect of the variations.
The Securities Commission considers that it is appropriate to grant the exemptions from sections 37 and 37A of the Act for the following reasons:
the conditions of exemption require bond holders to be provided with relevant financial information to assist them to make an investment decision. The directors of BBINNZ are required to state that the prospectus containing the financial information is not misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances that have occurred since the issue of the bonds:
The Securities Commission considers that it is appropriate to grant the exemptions from sections 51 to 54 of the Act, which concern the keeping of registers and accounting records and the sending of certificates to security holders, in recognition of the equivalent requirements under Australian law.