Securities Act (BT Funds Management (NZ) Limited) Exemption Notice 2010

  • expired
  • Securities Act (BT Funds Management (NZ) Limited) Exemption Notice 2010: expired, on 1 January 2013, by clause 3.

Reprint
as at 1 January 2013

Coat of Arms of New Zealand

Securities Act (BT Funds Management (NZ) Limited) Exemption Notice 2010

(SR 2010/182)

  • Securities Act (BT Funds Management (NZ) Limited) Exemption Notice 2010: expired, on 1 January 2013, 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 (BT Funds Management (NZ) Limited) Exemption Notice 2010.

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 2012.

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

    Act means the Securities Act 1978

    agreements means the registry services agreement and the services agreement

    BT means BT Funds Management (NZ) Limited

    excluded provisions means the provisions set out in the Schedule that are excluded from the copies of the agreements that must be delivered to the Registrar of Companies in accordance with the Act and the Regulations

    MMc means MMc Limited

    registry services agreement means the Registry Services Supply Agreement between BT and TEL dated 11 February 2010

    Regulations means the Securities Regulations 2009

    services agreement means the Services Agreement between BT and MMc dated 11 March 2010

    specified securities means units in a unit trust or interests in a superannuation scheme or group investment fund of which BT is the issuer

    TEL means Trustees Executors 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 Exemption from regulation 18(1)(a) of Regulations
  • BT and every person acting on its behalf are exempted from regulation 18(1)(a) of the Regulations in respect of the specified securities in so far as that regulation requires a prospectus that contains an offer of the specified securities to have attached to it or be accompanied by a copy of the agreements.

6 Condition of exemption in clause 5
  • The exemption in clause 5 is subject to the condition that the prospectus that contains the offer of the specified securities that is delivered to the Registrar of Companies—

    • (a) has attached to it or is accompanied by a copy of the agreements without the excluded provisions; and

    • (b) states that the excluded provisions have been excluded from the copies of the agreements delivered to the Registrar of Companies; and

    • (c) states why the excluded provisions have been excluded; and

    • (d) contains a statement of the general nature of the excluded provisions; and

    • (e) states—

      • (i) that copies of the agreements without the excluded provisions may be inspected during the currency of the prospectus on request and without any fee by any person; and

      • (ii) when and where in New Zealand those copies may be inspected; and

    • (f) contains a prominent statement to the effect that the directors of BT warrant that the exclusion of the excluded provisions from the agreements does not make the prospectus misleading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances.

7 Exemption from clause 19(c) of Schedule 4 and clause 13(d) of Schedule 6 of Regulations
  • BT and every person acting on its behalf are exempted from clause 19(c) of Schedule 4 of the Regulations and clause 13(d) of Schedule 6 of the Regulations in respect of the specified securities in so far as those clauses apply to the agreements.

8 Condition of exemption in clause 7
  • The exemption in clause 7 is subject to the condition that the prospectus that contains the offer of the specified securities that is delivered to the Registrar of Companies states—

    • (a) that copies of the agreements without the excluded provisions may be inspected during the currency of the prospectus on request and without any fee by any person; and

    • (b) when and where in New Zealand those copies may be inspected.


Schedule 
Provisions excluded from copies of agreements

r 4

Provisions excluded from copy of registry services agreement

Clause 15.2

Clause 15.3

The percentage figure in clause 15.4

Clause 16

The dollar figure in clause 31.1(a)

The Price ($) column of the tables in Schedule 5

Reference to clause 16 in the Table of Contents

Provisions excluded from copy of services agreement

Clause 6

The dollar figure in clause 7.1

Clause 8

The Cost p.a. column of the table in Schedule 4

References to clauses 6 and 8 in the Table of Contents

Dated at Wellington this 28th day of June 2010.

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

[Seal]

J Diplock,
Chairperson.


Statement of reasons

This notice, which comes into force on the day after its notification in the Gazette and expires on 31 December 2012, exempts BT Funds Management (NZ) Limited (BT) from certain provisions of the Securities Regulations 2009, subject to conditions, in respect of offers of units in unit trusts and interests in a superannuation scheme and a group investment fund of which BT is the issuer.

The exemptions entitle BT to exclude some commercially sensitive information from the copies of 2 material contracts that are attached to the registered prospectus. The contracts are a Registry Services Supply Agreement between BT and Trustees Executors Limited (TEL) and a Services Agreement between BT and MMc Limited (MMc).

The Securities Commission considers that it is appropriate to grant the exemptions because—

  • the exemptions meet the criteria stated in the Securities Commission's Exemption Policy Note for Applications to Exclude Commercially Sensitive Information from Material Contracts (the Exemption Policy Note can be viewed on the Commission's website at http://www.sec-com.govt.nz/exemptions/exemption-policy.shtml); and

  • the detriment to the commercial interests of BT, TEL, and MMc by the disclosure of the excluded provisions would outweigh any benefit to prospective investors from their disclosure; and

  • directors of BT must warrant that the non-disclosure of the excluded provisions does not make the registered prospectus misleading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances; and

  • the prospectus must state that information has been excluded from the agreements in question, the reasons why that information has been excluded, and the general nature of the material information that has been excluded.


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

Date of notification in Gazette: 1 July 2010.


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 (BT Funds Management (NZ) Limited) Exemption Notice 2010. The reprint incorporates all the amendments to the notice as at 1 January 2013, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/reprints/ .

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 (BT Funds Management (NZ) Limited) Exemption Notice 2010 (SR 2010/182): clause 3