Securities Act (Pyne Gould Corporation Limited) Exemption Notice 2009

  • expired
  • Securities Act (Pyne Gould Corporation Limited) Exemption Notice 2009: expired, on 1 January 2010 , by clause 3.

Reprint
as at 1 January 2010

Crest

Securities Act (Pyne Gould Corporation Limited) Exemption Notice 2009

(SR 2009/296)

  • Securities Act (Pyne Gould Corporation 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 (Pyne Gould Corporation Limited) Exemption Notice 2009.

2 Commencement
  • This notice comes into force on 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

    amended offer document means the offer document as amended by every memorandum of amendments to the offer document registered under section 43 of the Act

    company means Pyne Gould Corporation Limited

    NZSX means the securities market (as defined in the Securities Markets Act 1988) operated by NZX Limited known as the NZSX or the New Zealand Stock Market

    offer means the offer of shares under the offer document

    offer document means the combined short form prospectus and investment statement prepared in accordance with the Act and the Regulations in connection with the company's offer of shares that was registered on 23 September 2009

    PGGW means PGG Wrightson Limited

    Regulations means the Securities Regulations 1983

    shares means fully paid ordinary shares in the company of the class quoted on the NZSX or the shares that result if those ordinary shares are, at any time, subdivided, consolidated, or reclassified after 23 September 2009

    specified announcement means any announcement by PGGW on or after 23 September 2009 that refers to an event or a matter that is material to the offer

    supplementary disclosure has the meaning set out in clause 7(1)(b).

    (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 section 37A(1)(b) of Act in relation to specified announcement
  • The company and every person acting on its behalf are exempted from section 37A(1)(b) of the Act in so far as the offer document is false or misleading in a material particular in relation to any event or matter referred to in, or arising out of, any specified announcement.

6 Exemption for amended offer document
  • The company and every person acting on its behalf are exempted from regulation 7A(4) of the Regulations in respect of the amended offer document.

7 Conditions
  • (1) The exemptions in clauses 5 and 6 are subject to the following conditions:

    • (a) the offer document must prominently include the following statements and information:

      • (i) a statement of the company's ownership interest in PGGW:

      • (ii) a reference to PGGW's announcement of 27 August 2009 relating to its debt reduction programme, the possible sale of selected assets, and a potential equity raising:

      • (iii) a statement to the effect that the matters referred to in subparagraph (ii) may have a material effect on the value of the shares being offered by the company (together with a reference to where further information about the matter can be found in the offer document):

      • (iv) a statement to the effect that if PGGW makes any material announcement during the course of the offer, the company may advise investors of such developments in accordance with an exemption granted by the Securities Commission under the Securities Act 1978 (together with a brief description of how it will advise investors):

      • (v) information about the additional rights of withdrawal that an applicant may have as referred to in paragraph (i), including information about when that right may be exercised and how notice of withdrawal may be given:

    • (b) as soon as practicable after a specified announcement is made, the company must, in accordance with paragraph (g), publish a notice that contains particulars of the events or matters referred to in the announcement that are material to the offer (a supplementary disclosure):

    • (c) if the supplementary disclosure discloses a significant change, or a new matter, that has arisen since 23 September 2009 that is likely to have a material adverse effect on the value of the shares, the supplementary disclosure must include—

      • (i) a statement to the effect that the significant change or the new matter is likely to have a material adverse effect on the value of the shares; and

      • (ii) a description of the adverse effect, to the extent that the effect can be assessed, or, if the adverse effect cannot be assessed, a statement to that effect; and

      • (iii) a statement quantifying the adverse effect, if it can be quantified, or, if the adverse effect cannot be quantified, a statement to that effect:

    • (d) every supplementary disclosure must—

      • (i) be signed on behalf of the company by at least 2 directors of the company; and

      • (ii) specify a fax number, an email address, and a postal address to which the company can be notified of withdrawals as referred to in paragraph (i):

    • (e) the company must, before publishing a supplementary disclosure under paragraph (g), amend the offer document under section 43 of the Act to include the same information, statements, and other matters that are contained in the supplementary disclosure:

    • (f) the company must, before publishing a supplementary disclosure under paragraph (g), provide an announcement to NZX Limited in respect of the supplementary disclosure for the purpose of that announcement being released to the NZSX:

    • (g) every supplementary disclosure must—

      • (i) be prominently published, in at least A4 size, on the same day in the New Zealand Herald, the Dominion Post, the Press, and the Otago Daily Times; and

      • (ii) be prominently published at all reasonable times on an Internet site maintained by, or on behalf of, the company during the period beginning on the day referred to in subparagraph (i) and ending on the close of the offer:

    • (h) no allotment of the shares may be made if, at the time of allotment, the amended offer document is known by the company, or any director of the company, to be false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances (whether or not the amended offer document became so false or misleading as a result of a change of circumstances occurring after the date of the offer document):

    • (i) in addition to any other rights of withdrawal that an applicant may have, an applicant whose application to subscribe for shares has a date on or before the second working day after the date of publication of any supplementary disclosure under paragraph (g)(i) may withdraw the applicant's application at any time before 4 pm on the date that is 7 working days after the publication under that subparagraph by sending before that time written notice of withdrawal to the company by fax, email, or post in the manner specified in the offer document:

    • (j) the company must, within 5 working days of receiving notice of withdrawal of an application as referred to in paragraph (i), send by post to the withdrawing applicant a letter confirming the applicant's withdrawal from the offer:

    • (k) the company must refund to every withdrawing applicant referred to in paragraph (j) the application money (excluding any interest on the application money) within 10 working days after the earlier of—

      • (i) the last date of dispatch of share holding statements to successful applicants in the offer; and

      • (ii) the cancellation of the offer (if any):

    • (l) every supplementary disclosure must describe the applicant's rights and the company's obligations under paragraphs (i) to (k):

    • (m) an offer document printed but not distributed to any person by the company, or any person acting on its behalf, before the publication of a supplementary disclosure must have appended to it a copy of the supplementary disclosure before its distribution.

    (2) For the purposes of subclause (1)(i), a notice that is sent by post on a particular day must be treated as having been sent before 4 pm on that day.

Dated at Wellington this 5th day of October 2009.

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

[Seal]

N O Todd,
Member.


Statement of reasons

This notice, which comes into force on its notification in the Gazette and expires on 31 December 2009, exempts Pyne Gould Corporation Limited (PGC) from section 37A(1)(b) of the Securities Act 1978 and regulation 7A(4) of the Securities Regulations 1983.

The exemptions allow PGC to allot shares under an offer document that is misleading by reason of not referring to certain material events, so long as PGC has published updated information relating to the material events and their effect on the offer.

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

  • PGC owns 20.7% of PGG Wrightson Limited (PGGW). On 27 August 2009, PGGW announced that it may soon undertake an equity raising. PGC is not privy to more precise information about PGGW's intentions. If a share offer by PGGW is announced while PGC's offer is open, then investors in PGC's offer will need to know how the PGGW offer, and PGC's participation in this, may affect the value of PGC shares:

  • the Securities Act 1978 does not contain a mechanism by which issuers can amend investment statements. This exemption allows PGC to produce a supplementary disclosure statement so that potential PGC investors can be informed of any material and adverse effects that may flow from a PGGW announcement without PGC incurring costs or delay in producing new offer documents:

  • the conditions of the exemptions require PGC to distribute the supplementary disclosure statement by announcement to the NZSX market and by publishing it on the Internet and in major newspapers. The conditions of the exemptions also require that investors who subscribe for shares before, or within 2 working days after, any supplementary disclosure is published are given the right to withdraw their subscription and have their money refunded.


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

Date of notification in Gazette: 6 October 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 (Pyne Gould Corporation 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 (Pyne Gould Corporation Limited) Exemption Notice 2009 (SR 2009/296): clause 3