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 January 2015, exempts Gulf Harbour Investments Limited (GHIL), Gulf Harbour Marina Limited (GHML), and every person acting on their behalf from sections 37 and 37A of the Securities Act 1978 (the Act) in respect of offers in the form of the reissue of marina berth licences issued under the scheme for the ownership of rights and interests in the marina development known as the Gulf Harbour Marina at Whangaparaoa (the Scheme).

Marina berth licences are participatory securities for the purposes of the Act. GHML is the issuer and manager of the Scheme. GHIL is the promoter. The exemption extends only to licences that were previously issued following an offer made by means of an investment statement or a registered prospectus.

The Securities Commission considers that the exemption is appropriate because—

• section 6 of the Act provides an exemption from the prospectus and investment statement requirements for offers of previously allotted securities (unless the securities were originally allotted with a view to being offered for sale to the public and were not previously offered for sale to the public):

• offers of previously allotted marina berth licences would ordinarily be exempt from the prospectus and investment statement requirements under section 6 of the Act. However, GHIL and GHML cannot rely on the exemption in section 6 as the transfer process of marina berth licences allotted under the Scheme requires marina berth licences to be surrendered and reissued and as such, technically, would be considered to be an offer of new securities by GHIL and GHML:

• the exemption is consistent with the policy of the Act for previously allotted securities:

• the exemption will avoid unnecessary costs of preparing a registered prospectus and maintaining an up-to-date investment statement in circumstances where no new marina berth licences are being created and issued.