Securities Act (Kiwi Income Property Trust) Exemption Notice (No 2) 2009

2009/342

Crest

Securities Act (Kiwi Income Property Trust) Exemption Notice (No 2) 2009

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 (Kiwi Income Property Trust) Exemption Notice (No 2) 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 2014.

4 Interpretation

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

    Act means the Securities Act 1978

    convertible securities means mandatory convertible notes that are to be issued after the commencement of this notice and that will be converted, or are or will become convertible at the option of the manager or the holder of the securities, into units in the trust

    manager means Kiwi Income Properties Limited

    NZSX means the securities market operated by NZX Limited under that name

    prospectus means the registered prospectus for the offer of the convertible securities and for the offer of the specified units

    Regulations means the Securities Regulations 2009

    specified units means units in the trust that are to be allotted on the conversion of the convertible securities

    trust means the unit trust called the Kiwi Income Property Trust established under the trust deed

    trust deed means the trust deed for the trust dated 21 August 1992 between the manager and the trustee, as amended

    trustee means New Zealand Permanent Trustees Limited.

    (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 Exemptions for trustee from sections 37, 37A, 38A, and 51 to 54B of Act and Regulations

  • The trustee and every person acting on its behalf (but not the manager) are exempted from sections 37, 37A, 38A, and 51 to 54B of the Act and the Regulations in respect of the convertible securities.

6 Exemptions for manager and trustee from sections 33(2), 34(2)(a), 41, and 43 of Act

  • The manager, the trustee, and every person acting on behalf of either or both of them are exempted, in respect of the convertible securities, from—

    • (b) sections 41 and 43 of the Act to the extent that those sections require the prospectus, or an amendment to the prospectus, to be signed by the trustee's directors.

7 Conditions of exemptions in clauses 5 and 6

  • (1) The exemptions in clauses 5 and 6 are subject to the conditions that—

    • (a) the trustee has been appointed the trustee in respect of the convertible securities; and

    • (b) the trust deed must contain clauses equivalent to clauses 1 to 3 of Schedule 15 of the Regulations; and

    • (c) the convertible securities must be issued pursuant to the trust deed; and

    • (d) the trust deed (including amendments) must be, or has been, lodged with the Registrar under section 9 of the Unit Trusts Act 1960; and

    • (e) the prospectus must contain the following:

      • (i) a description of the effect of the exemption from section 33(2) of the Act; and

      • (ii) a statement that it is a term of the offer of the convertible securities that the disclosure obligations that the trustee would otherwise have have been undertaken by the manager; and

      • (iii) a statement that it is a term of the offer of the convertible securities that the obligations the trustee would otherwise have to keep a register of convertible securities and to permit access to that register under sections 51 and 52 of the Act, have been undertaken by the manager; and

      • (iv) a statement that it is a term of the offer of the convertible securities that the manager will send, or cause to be sent, to a holder of convertible securities at any time on request, and to each holder of convertible securities at least once every 6 months, a written statement that properly evidences the nature and ownership of the convertible securities of the holder; and

    • (f) any advertisement relating to the convertible securities must—

      • (i) also be an advertisement relating to the specified units; and

      • (ii) be authorised or instigated by, or on behalf of, the manager or prepared with the co-operation of, or by arrangement with, the manager.

    (2) Subclause (1)(e)(ii) is subject to clauses 8 and 9.

8 Exemptions from section 37A(1)(a) of Act and regulation 5(1)(b) and (d) of Regulations
9 Conditions of exemptions in clauses 5 and 8

  • (1) The exemptions in clauses 5 and 8 are subject to the conditions that—

    • (a) no allotment of a convertible security or a specified unit may be made if the subscriber did not receive, before subscribing for the convertible security or specified unit (as the case may be), a copy of—

      • (i) a prospectus that complies with subclause (2); and

      • (ii) every memorandum of amendments to the prospectus that is registered under section 43 of the Act before the time of allotment; and

    • (b) no allotment of a convertible security or a specified unit may be made if the Commission has given a delayed allotment notice as referred to in clause 10 and the subscriber subscribed for the convertible security or specified unit (as the case may be) before the notice was given; and

    • (c) if the Commission has given a delayed allotment notice as referred to in clause 10, no allotment of a convertible security or specified unit may be made—

      • (i) in contravention of the terms or conditions of the notice or of its revocation; or

      • (ii) if a term or condition of the notice remains unfulfilled; or

      • (iii) until after the notice expires or is revoked; and

    • (d) the convertible securities must, on the winding up of the trust on its termination, rank equally with, or in priority to, the units in the trust that are listed at the time of the offer; and

    • (e) the specified units must be of the same class as units in the trust that are listed at the time of the offer; and

    • (f) the prospectus must contain a statement to the effect that the manager will take steps to ensure that the specified units are, immediately after allotment, listed; and

    • (g) the manager is a public issuer at the time of allotment of the specified units; and

    • (h) the prospectus must, when it is delivered to the Registrar for registration under the Act, have attached to it or be accompanied by the disclosed information—

      • (i) as defined in clause 13 of the Schedule; and

      • (ii) as defined in clause 6 of Schedule 10 of the Regulations (as applied by subclause (2)(b)); and

    • (i) it is a term of the offer of the convertible securities that any holder of a convertible security who has sent to the manager a request to convert the security into a specified unit or specified units before a pre-conversion statement is made available under clause 13(2)(b) must have the right to withdraw that request by notice in writing received by the manager before the conversion date.

    (2) For the purposes of subclause (1)(a), the prospectus must—

    • (a) contain, in respect of the convertible securities, all of the information, statements, and other matters specified in the Schedule that are applicable; and

    • (b) contain, in respect of the specified units, all of the information, statements, and other matters specified in Schedule 10 of the Regulations (except clause 1) applied as if—

      • (i) the references to the issuer were references to the manager; and

      • (ii) the requirements in clauses 7 and 8 of that schedule were in respect of financial statements or interim financial statements for the trust; and

    • (c) relate only to the offer of the convertible securities and the specified units; and

    • (d) contain a statement on the front page that clearly identifies the prospectus as being a prospectus for an offer—

      • (i) of convertible debt securities that rank equally with, or in priority to, certain listed units in the trust; and

      • (ii) of units of the same class as certain listed units in the trust; and

    • (e) contain a statement to the effect that, as a result of an exemption granted under the Act, the prospectus contains information similar to that which would be provided in a simplified disclosure prospectus (modified as necessary, given that the securities include debt securities offered for the purposes of a unit trust); and

    • (f) contain a statement to the effect that the manager is subject to a disclosure obligation that requires it to notify certain material information to a registered exchange for the purpose of making that information available to participants in the registered exchange's securities market.

    (3) Subclause (1)(a) does not apply to a subscriber for a convertible security in whose favour an offer of the security has been renounced.

10 Commission may give notice to delay allotment

  • (1) The delayed allotment notice referred to in clause 9(1)(b) and (c) is a written notice given by the Commission to the manager that requires the date of allotment of the convertible securities or the specified units to be delayed for a period specified in the notice.

    (2) The delayed allotment notice may specify terms and conditions that must be complied with before allotment of the convertible securities or the specified units may be made (for example, a condition that a person disclose or give public notice of specified information in any manner that the Commission thinks fit in the circumstances).

    (3) The Commission may vary a delayed allotment notice by giving written notice to the manager.

    (4) The Commission may revoke a delayed allotment notice, on any terms and conditions, by giving written notice to the manager.

11 Exemptions for manager from section 37A(1)(b) and (c) of Act

  • The manager and every person acting on its behalf are exempted from section 37A(1)(b) and (c) of the Act in respect of the specified units.

12 Conditions of exemptions in clause 11

  • (1) The exemptions in clause 11 are subject to the conditions that—

    • (a) the convertible securities must be allotted under a registered prospectus that is also a registered prospectus for the offer of the specified units; and

    • (b) before allotment of the specified units, the following documents must be sent to every person who is, at the time the documents are sent, a registered holder of the same class of convertible securities in respect of which the units are to be allotted:

      • (i) a copy of the most recent audited financial statements for the trust that comply with, and have been registered under, the Financial Reporting Act 1993; and

      • (ii) if the date of allotment of the specified units would be later than 9 months after the date of the financial statements referred to in subparagraph (i), a copy of—

        • (A) interim financial statements for the period beginning on the day after the date of the financial statements referred to in subparagraph (i) and ending on a date that is not later than 9 months after that date, that comply with NZ IAS 34 (except that the interim financial statements need not be audited); and

        • (B) a statement containing a description of the trust; and

    • (c) the date of allotment of the specified units must not be more than 9 months after the date of the financial statements or interim financial statements referred to in paragraph (b) (whichever is the later); and

    • (d) if the terms of the convertible securities permit the manager to vary the terms of the convertible securities or the specified units (including varying the terms of conversion), the prospectus must—

      • (i) state clearly that the manager may vary those terms; and

      • (ii) state what steps the manager will take, before an election to convert is made, to inform holders of convertible securities of the terms of conversion.

    (2) The exemption in clause 11 from section 37A(1)(b) of the Act is subject to the further conditions that—

    • (a) units in the trust of the same class as the specified units must be listed on the NZSX at the time of the offer and of the allotment of—

      • (i) the convertible securities; and

      • (ii) the specified units; and

    • (b) it is a term of the offer of the convertible securities that the convertible securities must, immediately after the final allotment of those securities, be listed on the NZSX, and have been the subject of an application to be listed on the NZSX at the time of the offer of those securities; and

    • (c) it is a term of the offer of the convertible securities that the convertible securities must remain listed on the NZSX for the period that they are in existence; and

    • (d) it is a term of the offer of the specified units that the specified units must, immediately after allotment of those units, be listed on the NZSX.

13 Conditions of exemption in clause 11 relating to section 37A(1)(b) of Act in respect of conversion into specified units

  • (1) The exemption in clause 11 from section 37A(1)(b) of the Act is subject to the condition that the prospectus must include the following:

    • (a) a statement to the effect that changes of circumstance occurring between the date of the allotment of the convertible securities and the conversion date of those securities may have a material effect on the specified units (including their price) or the trust:

    • (b) a statement that important information relating to the convertible securities and the specified units (including their price) and the trust will be disclosed in accordance with the continuous disclosure provisions of the NZSX:

    • (c) a statement describing the principal risks assumed by holders of the convertible securities:

    • (d) a statement that specified units will or may be allotted (as the case may be) even if, at the time of allotment, there are adverse circumstances that make the prospectus false or misleading in a material particular by reason of its failure to refer, or give proper emphasis to, those circumstances:

    • (e) a statement to the effect that holders of the convertible securities have a right to elect to convert those securities only in limited circumstances, and a statement of those circumstances.

    (2) The exemption in clause 11 from section 37A(1)(b) of the Act is subject to the following conditions in respect of the right to elect to convert referred to in subclause (1)(e):

    • (a) the prospectus must include the following:

      • (i) notice that, between 5 and 10 working days before the earliest date on which the election to convert may be made, a pre-conversion statement will be made available—

        • (A) to NZX Limited for release to the market; and

        • (B) on the manager's Internet site:

      • (ii) notice of what the pre-conversion statement will contain, as described in subclause (3):

      • (iii) a statement that holders of the convertible securities should consider the pre-conversion statement, the market price of the specified units, and all other information made available concerning the specified units and the trust, before an election to convert is made:

    • (b) the manager must make a pre-conversion statement that complies with subclause (3) available—

      • (i) to NZX Limited, for release to the market, between 5 and 10 working days before the earliest date on which the election to convert may be made; and

      • (ii) as soon as practicable after its release to the market, on the manager's Internet site:

    • (c) the pre-conversion statement must remain available on the manager's Internet site at all reasonable times until the conversion date:

    • (d) no specified units may be allotted under the right to elect to convert if, at the time of allotment, the prospectus, taken together with the pre-conversion statement, is known by the manager, or any director of the manager, to be false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances, whenever those adverse circumstances occurred.

    (3) The pre-conversion statement must include the following, set out in a succinct manner:

    • (a) a statement to the effect that the purpose of the pre-conversion statement is to assist holders of convertible securities to decide whether to elect to convert those securities:

    • (b) a description of any adverse circumstances (whenever they occurred) that make the prospectus false or misleading in a material particular by reason of its failure to refer, or give proper emphasis, to those circumstances:

    • (c) a description of the effect of any adverse circumstances, to the extent that the effect can be assessed, or, if the effect of the adverse circumstances cannot be assessed, a statement to that effect:

    • (d) a list of any other documents that are, in the opinion of the manager, relevant to a decision about whether to elect to convert, in which case either the documents must be included in the pre-conversion statement or the pre-conversion statement must clearly indicate where those documents may be viewed and how they may be accessed:

    • (e) a statement by the manager that the pre-conversion statement is not known by the manager, or any director of the manager, to be false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances.

14 Exemption for manager from section 54B(3)(b) of Act

  • The manager and every person acting on its behalf are exempted from section 54B(3)(b) of the Act to the extent that it requires financial statements of the trustee as issuer of the convertible securities to be sent to any person on request.

15 Exemption for manager from regulation 26 of Regulations

  • The manager and every person acting on its behalf are exempted from regulation 26 of the Regulations in respect of the convertible securities.

16 Conditions of exemption in clause 15

  • The exemption in clause 15 is subject to the conditions that—

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

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

    • (c) any statement of financial position, statement of financial performance, or statement of cash flows for the trust contained in an advertisement relating to convertible securities is the same as any statement of financial position, statement of financial performance, or statement of cash flows for the trust contained or referred to in the prospectus (whether it is a financial statement or an interim financial statement); and

    • (d) if the advertisement relating to the convertible 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 
Prospectus requirements

cl 9(2)(a)

1 Names and addresses of promoter, trustee, and underwriter

  • (1) The name and address of every promoter of the convertible securities.

    (2) The name and address of the trustee.

    (3) If the offer of convertible securities is underwritten, the name and address of any underwriter.

2 Main terms of offer

  • (1) A brief description of the convertible securities.

    (2) The maximum amount of the convertible securities being offered (excluding any amount that may result from the replacement of securities redeemed after the specified date).

    (3) The price or other consideration to be paid or provided for the convertible securities, if this is a fixed amount. If the price or other consideration is not a fixed amount, a description of the manner by which that amount is fixed.

    (4) The following information relating to the money payable by a subscriber to the manager or any associated person in respect of the convertible securities:

    • (a) the person to whom, and the manner in which, payments are to be or may be made:

    • (b) if the subscriber is required to make payments on specified dates or at a specified frequency, the payment dates or frequency and the consequences of failing to make the payments.

3 Relationship with listed securities and ranking of securities

  • (1) A description of the ranking of the convertible securities as compared with each of the manager's other securities that are listed in respect of the winding up of the trust on its termination.

    (2) The aggregate amount (as at the date of the latest statement of financial position contained or referred to in the prospectus) of any securities that are secured by a mortgage or charge over any of the assets of the trust and that rank in point of security ahead of the convertible securities.

    (3) The aggregate amount (as at the date of the latest statement of financial position contained or referred to in the prospectus) of any securities that are secured by a mortgage or charge over any of the assets of the trust and that rank in point of security equally with the convertible securities.

4 Issue expenses

  • Particulars of any issue expenses, including—

    • (a) their amount or estimated amount; and

    • (b) in respect of any commission payable,—

      • (i) the rate of commission; and

      • (ii) the persons or classes of persons to whom the commission is payable.

5 Returns

  • (1) The following information about the returns to subscribers from the convertible securities:

    • (a) a brief description of the nature of the returns:

    • (b) a brief description of the key factors that determine the returns:

    • (c) a statement as to whether or not an amount of returns, quantifiable as at the specified date and enforceable by subscribers, has been promised and, if so, the amount or a description of how that amount can be calculated:

    • (d) a statement as to which of the following (if any) will, or is likely to, affect the returns:

      • (i) taxes or duties:

      • (ii) reserves or retentions.

    (2) The dates on which, or frequency with which, the returns from the convertible securities will be due and paid or, if there are no such dates or frequency or the dates or frequency are unknown, a statement to that effect.

    (3) If payment of all or any of the returns from the convertible securities will or may be withheld until a particular date or for a particular period, a statement to that effect and a brief description of the circumstances that may produce this result.

    (4) The name of the person legally liable to pay the returns.

6 Guarantors

  • A statement that there are no guarantors of the convertible securities or of the other obligations of the trust.

7 Provisions of trust deed and other restrictions on unit trust

  • (1) In respect of the trust deed,—

    • (a) the date of the trust deed:

    • (b) particulars of the parties to the trust deed that are sufficient to identify the trust deed:

    • (c) brief particulars of any terms of the trust deed that impose limitations relating to—

      • (i) the creation of new mortgages or charges ranking in point of security ahead of, or equally with, any mortgage or charge securing the convertible securities; or

      • (ii) any ratio of liabilities, or of any class of liabilities, to assets, or to any class of assets, of the trust:

    • (d) if there are no terms of the kind described in paragraph (c), a statement to that effect:

    • (e) brief particulars of the duties stated by the trust deed to be those of the trustee.

    (2) Brief particulars of any restrictions on the ability of the manager to borrow on behalf of the trust that—

    • (a) result from any undertaking given, or contract or deed entered into, by the manager; and

    • (b) are not set out elsewhere in the prospectus.

    (3) A statement by the trustee that—

    • (a) the offer of convertible securities complies with any relevant provisions of the trust deed; and

    • (b) the trustee does not guarantee the repayment of the convertible securities or payment of interest on the convertible securities.

8 Consequences of winding up of trust

  • (1) A statement as to whether or not subscribers will or may be liable to pay money to any person as a result of the winding up of the trust on its termination and, if so, a brief description of the liability.

    (2) A brief description of any claims on the assets of the trust that will or may rank ahead of claims of subscribers in the event of the winding up of the trust on its termination.

    (3) A brief description of any claims on the assets of the trust that will or may rank equally with the claims of subscribers in the event of the winding up of the trust on its termination.

9 Alteration of convertible securities

  • (1) A brief description of any right of a subscriber, the manager, or any other person to—

    • (a) alter the amount of moneys payable by a subscriber, including a brief description of any continuing obligation of the subscriber to pay that amount; or

    • (b) otherwise alter the terms of any convertible security.

    (2) If any charges on any of those alterations are payable by a subscriber to the manager, a promoter, or an associated person of the manager or promoter, a statement of those charges.

10 Early termination

  • (1) A brief description of any right of the manager, a subscriber, or any other person to terminate, cancel, surrender, or otherwise make or obtain payment of the returns from the convertible securities, other than as described in clause 5.

    (2) If any of the following charges on any of those payments are payable by a subscriber to the manager, a promoter, or an associated person of the manager or promoter, a statement of the charges:

    • (a) early termination charges:

    • (b) switching or sale charges (including the difference between any buying and selling prices for the convertible securities).

11 Right to sell securities

  • (1) A statement as to whether or not a subscriber is entitled to sell the subscriber's interest in a convertible security to another person and, if so, whether, in the opinion of the manager, there is an established market for those sales.

    (2) If any charges on any such sale are payable by a subscriber to the manager, a promoter, or an associated person of the manager or promoter, a statement of those charges.

12 Other terms of offer and securities

  • (1) All terms of the offer, and all terms of the convertible securities, not elsewhere set out in the prospectus, other than—

    • (a) any terms implied by law; or

    • (b) any terms set out in a document that—

      • (i) is registered with a public official; and

      • (ii) is available for public inspection; and

      • (iii) is referred to in the prospectus.

    (2) However, the prospectus is not required to state the rate or rates of interest that may be earned by holding the convertible securities if the prospectus contains—

    • (a) a statement to the effect that the interest rate or rates that may be earned by holding the securities will be those set by the manager at any particular time or from time to time, as the case may be; and

    • (b) a statement of the method by which the interest rate or rates may be ascertained.

13 Information available under manager's disclosure obligation

  • (1) Particulars of the disclosed information that are sufficient to identify that information (for example, the title of a document and its date of notification to a registered exchange).

    (2) A statement to correct or update the disclosed information if it is misleading in the context of the offer of the convertible securities.

    (3) In this clause, disclosed information means information notified by the manager to a registered exchange in accordance with the listing rules of the exchange that is material to the offer of the convertible securities.

14 Access to information

  • A statement—

    • (a) to the effect that the disclosed information identified under clause 13(1)—

      • (i) is filed on a public register at the Companies Office of the Ministry of Economic Development and is available for public inspection (including at www.companies.govt.nz); and

      • (ii) will be made available on request, and free of charge, by the manager; and

    • (b) explaining how the request under paragraph (a)(ii) should be made.

15 Other material matters

  • Particulars of any material matters relating to the offer of the convertible securities (other than matters elsewhere set out in the prospectus, in the disclosed information identified under clause 13, or in the financial statements or interim financial statements referred to in the prospectus, and contracts entered into in the ordinary course of business of the trust).

Dated at Wellington this 6th day of November 2009.

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

[Seal]

N O Todd,
Member.

Statement of reasons

This notice comes into force on its notification in the Gazette and expires on 31 December 2014.

The notice exempts Kiwi Income Properties Limited (the manager) as manager of the Kiwi Income Property Trust (the trust) and New Zealand Permanent Trustees Limited (the trustee) as trustee of the trust from various provisions of the Securities Act 1978 (the Act) and the Securities Regulations 2009 (the Regulations) with respect to an offer of certain debt securities (convertible securities) that are convertible into units in the trust.

The effect of the notice is to—

  • enable the use of a prospectus that is similar to a simplified disclosure prospectus in respect of the convertible securities; and

  • enable the convertible securities to be issued without the need for a separate trustee and trust deed; and

  • exempt the trustee from its disclosure obligations as issuer of the convertible securities on conditions that the manager assumes the issuer’s responsibilities; and

  • not require certain financial information to be provided about the trustee or manager; and

  • not require a separate prospectus to be registered and investment statement to be issued to subscribers in respect of the convertible securities (including to subscribers in whose favour an offer of convertible securities is renounced); and

  • not require a separate prospectus and investment statement to be prepared for the units to be issued on conversion of the convertible securities (the prospectus that is similar to a simplified disclosure prospectus would apply to both the convertible securities and the units); and

  • enable financial information in advertising material to relate to the trust rather than the trustee and its subsidiaries.

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

  • notes convertible into units in a unit trust are debt securities for the purposes of the Act:

  • the issuer of units in a unit trust is the manager of the trust, but under the Act the trustee of the trust is technically the issuer of any debt security issued by the trust. Compliance with the Act can cause difficulties in this situation and create an extra layer of compliance if the unit trustee is required to appoint a further trustee for the debt securities:

  • the notice relieves the trustee of disclosure obligations in respect of the convertible securities on the condition that these responsibilities are carried out by the manager. This notice is consistent with previous exemptions granted by the Commission for convertible notes offered by unit trusts. The notice means that investors will receive the financial and other information that is relevant to their investment decision:

  • the notice also allows the offer of the convertible securities and the units to be made in a prospectus that is similar to a simplified disclosure prospectus. This exemption also is needed because the trustee is technically the issuer of the convertible securities and so a simplified disclosure prospectus cannot be used for these securities. This exemption is consistent with the policy of the Regulations, as those Regulations contemplate a simplified disclosure prospectus being used both for offers of convertible debt securities by listed issuers and for offers of units by listed trusts:

  • the conditions of the exemptions are designed to ensure that the Commission has similar powers of intervention to those available where a simplified disclosure prospectus is used:

  • the notice also includes exemptions concerning delivery of updated information before the conversion of the securities. These exemptions are consistent with existing exemptions relating to delivery of an investment statement before the conversion of listed convertible securities. It is appropriate to use this as a precedent because a simplified disclosure prospectus, where used, replaces an investment statement as the main disclosure document for investors and must be received by each investor before subscription. This exemption recognises that where conversion is mandatory there is no value to investors in delivery of updated disclosure (because the decision is out of their hands). In the case of conversion at the option of holders of convertible securities, the issuer must make a pre-conversion statement available via the stock exchange so that the market and investors have all relevant information available to them. Delivery of this information via the stock exchange recognises the practical difficulties of delivering disclosure documents to individual holders of convertible securities where the convertible securities have been changing hands through trading on the stock exchange.

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

Date of notification in Gazette: 10 November 2009.

This notice is administered by the Securities Commission.