Dated at Wellington this 7th day of December 2009.
The Common Seal of the Securities Commission was affixed in the presence of:
C A N Beyer,
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 2010, contains exemptions, subject to conditions, from requirements of the Securities Act 1978 (the Act) and the Securities Regulations 2009 (the Regulations) that apply in connection with a corporatisation of the Macquarie Media Group (the group).
Security holders of the group currently hold a unit in Macquarie Media Trust, a share in Macquarie Media Holdings Limited, and a share in Macquarie Media International Limited. These 3 securities are stapled together pursuant to a stapling deed and cannot be traded independently.
Under the corporatisation of the group—
the 3 securities will be de-stapled; and
all units in Macquarie Media Trust will be exchanged for shares in Southern Cross Media No. 3 Limited, which will then all be exchanged for shares in Macquarie Media Holdings Limited; and
all shares in Macquarie Media International Limited will be exchanged for shares in Macquarie Media Holdings Limited; and
all shares in Macquarie Media Holdings Limited will be consolidated so that it has the same number of shares on issue as before the corporatisation.
The effect of the corporatisation will be that security holders will then only hold shares in Macquarie Media Holdings Limited, which will continue to be quoted on the Australian Securities Exchange. Macquarie Media Trust and Macquarie Media International Limited will become wholly owned (directly or indirectly) by Macquarie Media Holdings Limited.
The exemptions granted by the notice apply only in respect of securities allotted to security holders of the group and Southern Cross Media No. 3 Limited in order to implement this corporatisation.
The Securities Commission considers that it is appropriate to grant the exemptions because—
the exemptions accord with the policy behind the Securities Act (Overseas Companies) Exemption Notice 2002. The exemptions recognise that persons who already hold securities of an overseas issuer have taken on the risk associated with those securities and can, to a degree, be assumed to have familiarity with them. The exemptions enable New Zealand investors who are security holders of the group to participate in a reconstruction that might otherwise not be extended to security holders in New Zealand owing to the cost of complying with the full disclosure obligations of the Act and Regulations; and
although the proposed offers of securities to be made under the corporatisation do not meet the precise terms of the Securities Act (Overseas Companies) Exemption Notice 2002, the policy underlying that notice is equally applicable and the exemptions granted are consistent with that notice; and
the conditions of the exemptions require that the offers must be made in compliance with Australian law and Australian regulatory requirements. This means that New Zealand security holders must receive an explanatory memorandum, prepared under Australian law and subject to Australian regulatory requirements, that will provide sufficient information and disclosure to allow investors to make an informed decision regarding the proposed corporatisation and the proposed offers of securities.