Securities Act (AMP NZ Office Trust) Exemption Notice 2009

  • expired
  • Securities Act (AMP NZ Office Trust) Exemption Notice 2009: expired, on 1 January 2010, by clause 3.

Reprint
as at 1 January 2010

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Securities Act (AMP NZ Office Trust) Exemption Notice 2009

(SR 2009/124)

  • Securities Act (AMP NZ Office Trust) Exemption Notice 2009: expired, on 1 January 2010, 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 (AMP NZ Office Trust) 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 31 December 2009.

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

    Act means the Securities Act 1978

    manager means AMP Haumi Management Limited

    NZ IAS 34 means the financial reporting standard known as the New Zealand Equivalent to International Accounting Standard 34 (Interim Financial Reporting) that has been approved under the Financial Reporting Act 1993

    registered prospectus means the registered prospectus for the offer of specified securities

    Regulations means the Securities Regulations 1983

    specified financial statements

    • (a) means whichever of the following are the most recent:

      • (i) the most recent financial statements of the trust that were sent to holders of units in the trust in accordance with section 11 of the Unit Trusts Act 1960; or

      • (ii) the financial statements of the trust as at the most recent balance date of the trust that comply with the Financial Reporting Act 1993; and

    • (b) includes an auditor's report on those statements

    specified securities means units in the trust offered to persons—

    • (a) who are already holders of units in the trust; or

    • (b) in whose favour any such offer is renounced

    trust means the unit trust called AMP NZ Office Trust established under a trust deed dated 13 November 1997 between AMP Capital Investors (New Zealand) Limited and Perpetual Trust Limited (as amended).

    (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 3(4) of Regulations
  • The manager and every person acting on its behalf are exempted from regulation 3(4) of the Regulations in respect of specified securities.

6 Conditions of exemption in clause 5
  • The exemption in clause 5 is subject to the conditions that—

    • (a) a copy of the specified financial statements—

      • (i) has previously been given or sent to the persons who were, at the time the specified financial statements were given or sent, holders of units in the trust; or

      • (ii) is contained in or attached to the registered prospectus given or sent to any person under the Act; and

    • (b) the registered prospectus states or contains the matters set out in the Schedule.

7 Exemption from section 34(2)(a) of Act
  • The manager and every person acting on its behalf are exempted from section 34(2)(a) of the Act in respect of every registered prospectus distributed by or on behalf of the manager.

8 Condition of exemption in clause 7
  • The exemption in clause 7 is subject to the condition that a copy of the specified financial statements has previously been given or sent to the persons who were, at the time the specified financial statements were given or sent, holders of units in the trust.

9 Exemption from section 37A(1)(a) of Act
  • The manager and every person acting on its behalf are exempted from section 37A(1)(a) of the Act in respect of any allotment of specified securities to any subscriber for those securities in whose favour an offer of those securities has been renounced.

10 Exemption from regulation 12(1) of Regulations
  • The manager and every person acting on its behalf are exempted from regulation 12(1) of the Regulations.

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

    • (a) any statement of assets or net assets of any person in an advertisement relating to specified securities is in respect of the trust; and

    • (b) any statement of total assets of the trust in an advertisement relating to specified securities also states with equal prominence the total liabilities of the trust; and

    • (c) any interim statement of financial position, interim statement of financial performance, or interim statement of cash flows for the trust contained in an advertisement relating to specified securities is the same as any interim statement of financial position, interim statement of financial performance, or interim statement of cash flows for the trust contained in the registered prospectus under clause 4 or 5 of the Schedule; and

    • (d) if the advertisement relating to specified securities contains an unaudited interim statement of financial position, unaudited interim statement of financial performance, or unaudited interim statement of cash flows for the trust, the advertisement states that those statements are unaudited.


Schedule
Matters required to be stated or contained in registered prospectus

cl 6

1 Matters specified in Schedule 3A of Regulations
  • The matters specified in the following clauses of Schedule 3A of the Regulations:

    • (a) clause 1 (description of unit trust):

    • (b) clause 4 (description of unit trust and its development):

    • (e) clause 15 (other terms of offer and units).

2 Date of statement of financial position
  • The date of the statement of financial position included in the specified financial statements.

3 Place where specified financial statements may be obtained
  • The place or places where copies of the specified financial statements may be obtained free of charge by any person to whom an offer of specified securities is made.

4 Interim statement of financial position
  • If the directors of the manager consider it necessary or desirable (after having regard to section 37A(1)(c) of the Act), an interim statement of financial position of the trust that is prepared—

    • (a) as at a stated date that is not more than 9 months after the date of the latest statement of financial position of the trust contained in the specified financial statements; and

    • (b) in accordance with either—

      • (i) generally accepted accounting practice, except that it need not be audited; or

      • (ii) NZ IAS 34 (as if that standard applied to interim financial statements included in a registered prospectus), except that it need not be audited.

5 Interim statements of financial performance and cash flows
  • (1) If an interim statement of financial position is contained in the registered prospectus in accordance with clause 4 of this Schedule,—

    • (a) an interim statement of financial performance of the trust; and

    • (b) an interim statement of cash flows for the trust (if required in accordance with an applicable financial reporting standard within the meaning of section 2(1) of the Financial Reporting Act 1993).

    (2) The interim statement of financial performance and interim statement of cash flows must relate to the period from the date of the last statement of financial position of the trust sent to holders of units in the trust in accordance with the Unit Trusts Act 1960 to the date of the interim statement of financial position.

    (3) The interim statement of financial performance and interim statement of cash flows must be prepared in accordance with either—

    • (a) generally accepted accounting practice, except that they need not be audited; or

    • (b) NZ IAS 34 (as if that standard applied to interim financial statements included in a registered prospectus), except that they need not be audited.

6 Directors' statement
  • A statement by the directors of the manager as to whether, after due inquiry by them in relation to the period between the date of the latest statement of financial position of the trust contained in, attached to, or referred to in the registered prospectus in accordance with this notice and the Regulations and the specified date, there have, in their opinion, arisen any circumstances that materially adversely affect—

    • (a) the trading or profitability of the trust; or

    • (b) the value of the assets of the trust; or

    • (c) the ability of the trust to pay its liabilities due within the next 12 months.

Dated at Wellington this 7th day of May 2009.

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

[Seal]

J Diplock,
Chairperson.


Statement of reasons

This notice, which comes into force on the day after the date of its notification in the Gazette and expires on 31 December 2009, exempts AMP Haumi Management Limited (the manager) as manager of the unit trust known as the AMP NZ Office Trust (the trust) from sections 34(2)(a) and 37A(1)(a) of the Securities Act 1978 (the Act) and regulations 3(4) and 12(1) of the Securities Regulation 1983 (the Regulations) in relation to an offer of units in the trust to existing unit holders and to persons in whose favour such an offer is renounced. Some of the exemptions are subject to conditions.

The Securities Commission considers that the exemptions are appropriate for the following reasons:

  • the Securities Act (Unit Trust Short Form Prospectus) Exemption Notice 2006 (the Unit Trust SFP Notice) exempts managers of unit trusts, subject to certain conditions, from regulation 3(4) of the Regulations in respect of offers of units to existing unit holders, allowing a short form prospectus to be registered and providing an exemption for unit trusts comparable to the provisions that apply to an offer of equity or debt securities under regulation 4 of the Regulations. The exemption from regulation 3(4) is consistent with the exemption in the Unit Trust SFP Notice, recognising that a reduced level of disclosure by way of a short form prospectus may be appropriate for offers to existing unit holders. The exemption also enables the manager to provide interim financial statements that are compliant with NZ IAS 34, on the basis that such information is sufficient to assist an informed investment decision:

  • the exemption from section 34(2)(a) of the Act relieves the manager from the requirement that financial statements accompany every copy of a registered prospectus that is distributed, which is consistent with the exemption from regulation 3(4):

  • the exemption from section 37A(1)(a) of the Act is consistent with the exemption contained in the Unit Trust SFP Notice. This exemption recognises that the manager cannot practicably ensure that a person who subscribes for units renounced in that person's favour receives an investment statement before subscribing:

  • the effect of the exemption from regulation 12(1) of the Regulations and the related conditions is to permit certain financial information to be included in an advertisement about the trust, which is of most relevance to unit holders.


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

Date of notification in Gazette: 12 May 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 (AMP NZ Office Trust) Exemption Notice 2009. The reprint incorporates all the amendments to the notice as at 1 January 2010, 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/editorial-conventions/ or Part 8 of the Tables of New Zealand 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 (AMP NZ Office Trust) Exemption Notice 2009 (SR 2009/124): clause 3