Securities Act (Equity Partners Infrastructure Company No. 1 Limited) Exemption Notice 2009

  • expired
  • Securities Act (Equity Partners Infrastructure Company No. 1 Limited) Exemption Notice 2009: expired, on 1 January 2010 , by clause 3.

Reprint
as at 1 January 2010

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Securities Act (Equity Partners Infrastructure Company No. 1 Limited) Exemption Notice 2009

(SR 2009/219)

  • Securities Act (Equity Partners Infrastructure Company No. 1 Limited) 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 (Equity Partners Infrastructure Company No. 1 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 31 December 2009.

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

    Act means the Securities Act 1978

    EPIC means Equity Partners Infrastructure Company No. 1 Limited

    Macquarie Infrastructure means Macquarie Infrastructure Funds Management Pty Limited, a company incorporated in Australia

    NZX means NZX Limited

    offer means the offer to the public of shares in accordance with the offer document

    offer document means the combined prospectus and investment statement in relation to the offer that is, or will be, registered on or before 28 August 2009

    Regulations means the Securities Regulations 1983

    shares means ordinary shares in EPIC.

    (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 23 of Regulations
  • EPIC and every person acting on its behalf are exempted from regulation 23 of the Regulations in respect of the offer.

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

    • (a) the offer document contains no statement referring to the listing or intended listing of the shares on a securities market operated by NZX, other than a statement that has been approved by NZX; and

    • (b) the offer document contains a description of—

      • (i) the covenant given by EPIC in favour of Macquarie Infrastructure by which EPIC has agreed not to apply for a listing on the principal equity securities market operated by NZX without the prior approval of Macquarie Infrastructure; and

      • (ii) the principal reasons of Macquarie Infrastructure for requiring the covenant; and

    • (c) the offer document contains a prominent warning that—

      • (i) there can be no assurance that the approval of Macquarie Infrastructure referred to in paragraph (b)(i) will be obtained, or that, if the approval is obtained, NZX will list the shares; and

      • (ii) if the shares are not listed on a securities market, there will be no established market for the shares, the shares will only be able to be traded privately, and this will limit an investor's ability to sell the shares.

Dated at Wellington this 11th day of August 2009.

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

[Seal]

C A N Beyer,
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 31 December 2009, applies to an offer of ordinary shares in Equity Partners Infrastructure Company No. 1 Limited (EPIC). It exempts EPIC, subject to conditions, from regulation 23 of the Securities Regulations 1983 (the Regulations).

The effect of the exemption is to allow EPIC to include in its offer documents a statement relating to the listing of the shares on a securities market operated by NZX Limited.

The Securities Commission considers it is appropriate to grant this exemption because—

  • strict compliance with regulation 23 of the Regulations in this case could result in material information about the intention to list the shares, and the ability of investors to sell their shares, not being provided to potential investors:

  • the offer documents must not contain a statement referring to the listing or intended listing of the shares on a securities market operated by NZX Limited other than a statement that has been approved by NZX Limited:

  • potential investors will be made aware of the existence of a covenant that requires the approval of a third party before EPIC can apply for listing, and the reasons for this covenant. This will enable potential investors to make an informed decision about the main risks to any listing, and the consequences if the shares are not listed.


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

Date of notification in Gazette: 13 August 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 (Equity Partners Infrastructure Company No. 1 Limited) 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 (Equity Partners Infrastructure Company No. 1 Limited) Exemption Notice 2009 (SR 2009/219): clause 3