(1) In this notice, unless the context otherwise requires,—
ACHL means AMP Capital Holdings Limited, a company incorporated in Australia
AHML means AMP Haumi Management Limited
AMPCI means AMP Capital Investors (New Zealand) Limited
AMPCI party means any of the following:
(c) ACHL, and any body corporate that is directly or indirectly wholly owned by ACHL, provided MUTB holds or controls not more than 20% of the voting rights in ACHL and all voting rights in ACHL not held or controlled by MUTB are held or controlled, directly or indirectly, by AMP Limited
annual report includes a concise annual report
Code means the Takeovers Code under the Act
combined AMPCI parties means the AMPCI parties taken together as a whole class as if all the AMPCI parties were 1 person
combined Haumi parties means the Haumi parties taken together as a whole class as if all of the Haumi parties were 1 person
combined transactions means all of the following:
company means AMP NZ Office Limited
corporatisation proposal means the proposal for the redemption of units in the trust in consideration for voting securities or cash
corporatisation transfer means the transfer of voting securities from the trust to unit holders in consideration for the redemption of units in the trust held by those unit holders in connection with the corporatisation proposal
eligible jurisdiction means any of the following:
(f) any of the following states of the United States of America: California, Connecticut, Illinois, Massachusetts, New Jersey, New York, Ohio, Pennsylvania, Texas, and Washington
employee share scheme means any scheme operated and administered by, or on behalf of, AHML and under which selected persons engaged in the business of the group comprising the company and its subsidiaries are provided with the opportunity to acquire, or have vested in them, voting securities
employee share scheme acquisition means any acquisition of voting securities by the employee share scheme administrator for the purposes of the employee share scheme
employee share scheme administrator, in relation to an employee share scheme, means AMP Haumi LTI Trustee Limited
funds management acquisition means any acquisition of voting securities by any of the following in the ordinary course of the funds management business of AMPCI or any subsidiary of AMPCI:
(b) any manager, trustee, or custodian of any investment fund, entity, or scheme referred to in paragraph (a)
Haumi party means any of the following:
HNZLP means Haumi (NZ) Limited Partnership
MUTB means Mitsubishi UFJ Trust and Banking Corporation, a company incorporated in Japan
non-converting unit means—
non-converting unit holder means any person shown as the holder of a unit in the trust in the unit register—
notice of meeting means the notice of meeting for the unit holder meeting
ordinary resolution of the trust means a resolution that is passed at the unit holder meeting by a simple majority of the votes of the unit holders who are eligible to vote on, and are voting on, the resolution
pre-emptive acquisition means an acquisition by AMPCI from HNZLP of voting securities pursuant to the pre-emptive arrangements
pre-emptive arrangements means the pre-emptive arrangements in favour of AMPCI over voting securities held by HNZLP under a deed to be dated on or about 27 September 2010 between AMPCI and Haumi Company Limited (as a general partner of HNZLP)
prospectus means the registered prospectus relating to the corporatisation proposal that is to be dated on or about 28 September 2010
record date means the date specified in the prospectus as the record date for determining entitlements on the redemption of units in the trust under the corporatisation proposal
relevant date means,—
(a) in the case of an annual report prepared under section 208 of the Companies Act 1993, the record date under section 35F of the Securities Markets Act 1988 for the notice that is sent under that section with or in the annual report or the notice that is sent under section 209 of the Companies Act 1993 in relation to the annual report:
trust means the unit trust called AMP NZ Office Trust established under a trust deed dated 13 November 1997 (as amended)
trustee means Perpetual Trust Limited as trustee of the trust
unit holder means any person shown as the holder of a unit in the trust in the unit register
unit holder meeting means the meeting of unit holders to be held on or about 21 October 2010 to consider (among other things) whether to approve the resolutions referred to in this notice
unit register means the register of units kept by AHML in accordance with section 51(1)(d) of the Securities Act 1978
unit trust has the same meaning as in section 2(1) of the Unit Trusts Act 1960
voting security means a voting security in the company.