Securities Act (Building Society Holdings Limited) Exemption Notice 2010

  • expired
  • Securities Act (Building Society Holdings Limited) Exemption Notice 2010: expired, on 1 January 2012, by clause 3.

Reprint
as at 1 January 2012

Coat of Arms of New Zealand

Securities Act (Building Society Holdings Limited) Exemption Notice 2010

(SR 2010/388)

  • Securities Act (Building Society Holdings Limited) Exemption Notice 2010: expired, on 1 January 2012, 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 (Building Society Holdings 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 2011.

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

    Act means the Securities Act 1978

    BSHL

    • (a) means Building Society Holdings Limited; and

    • (b) includes the company that is the result of, and continues after, the scheme of arrangement is effected

    BSHL group means, immediately after the scheme of arrangement is effected, BSHL and each of its subsidiaries

    CBS

    • (a) means Canterbury Building Society; and

    • (b) includes the company that is the result of the conversion of Canterbury Building Society into a company under Part 7A of the Building Societies Act 1965

    MARAC means MARAC Finance Limited

    merger means the merger of BSHL, CBS, and SCBS under the merger plan—

    • (a) that is contained, or referred to, in the prospectus for the specified equity securities; and

    • (b) under which the final step to be implemented is the scheme of arrangement

    merger parties means BSHL, CBS, MARAC, SCBS, and each of their subsidiaries as at the specified date

    pro forma financial statements means condensed unaudited pro forma financial statements, comprising an income statement and balance sheet that contain the line items required in a summary income statement and balance sheet prepared under FRS-43, of CBS, MARAC, and SCBS as at 30 June 2010 that are prepared,—

    • (a) in the case of the condensed unaudited pro forma income statement, as if the merger had been effected as at 1 July 2009; and

    • (b) in the case of the condensed unaudited pro forma balance sheet, as if the merger had been effected as at 30 June 2010

    Regulations means the Securities Regulations 2009

    relevant acquisition entity means any business, subsidiary, or body corporate—

    • (a) to which clause 12 of the Schedule applies; and

    • (b) that is acquired, or is to be acquired, by a merger party

    relevant conversion scheme means the scheme under Part 7A of the Building Societies Act 1965 for conversion of CBS, or (as the case may require) SCBS, into a company

    SCBS

    • (a) means Southern Cross Building Society; and

    • (b) includes the company that is the result of the conversion of Southern Cross Building Society into a company under Part 7A of the Building Societies Act 1965

    scheme approval meeting means each meeting of the shareholders of each of CBS and SCBS that is held for the purpose of considering and voting on the scheme of arrangement

    scheme of arrangement

    • (a) means the scheme of arrangement between BSHL, CBS, SCBS, and the shareholders of each of those companies that is to be effected under Part 15 of the Companies Act 1993; and

    • (b) includes the amalgamation of BSHL, CBS, and SCBS

    specified equity securities means equity securities in BSHL that are, or are to be, offered to shareholders of CBS and SCBS under the scheme of arrangement.

    (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 from sections 33(1), 37, 37A, 38A, and 51 to 54B of Act and from Regulations (except regulation 23)
6 Exemption from regulation 5(1)(a) of Regulations
  • BSHL and every person acting on its behalf are exempted from regulation 5(1)(a) of the Regulations in respect of any specified equity securities.

7 Condition of exemption in clause 6
  • The exemption in clause 6 is subject to the condition that the prospectus relating to the specified equity securities contains all of the information, statements, and other matters specified in the Schedule that are applicable.

8 Exemption from regulation 26 of Regulations
  • BSHL and every person acting on its behalf are exempted from regulation 26 of the Regulations with respect to advertisements relating to any specified equity securities.

9 Condition of exemption in clause 8
  • (1) The exemption in clause 8 is subject to the condition that any advertisement must not—

    • (a) state the amount of assets, or net assets, of any person or persons other than the total assets, or net assets,—

      • (i) of CBS, MARAC, SCBS, or any relevant acquisition entity; or

      • (ii) taken from the pro forma financial statements; or

    • (b) state the amount of the total assets of CBS, MARAC, SCBS, or any relevant acquisition entity without also stating with equal prominence the amount of the total liabilities of that entity or those entities; or

    • (c) state the amount of the total assets set out in the pro forma financial statements without also stating with equal prominence the corresponding amount of the total liabilities set out in the pro forma financial statements; or

    • (d) state the amount of the net assets, or the amounts of the total assets and total liabilities, of CBS, MARAC, SCBS, or any relevant acquisition entity except as provided in subclause (2); or

    • (e) state the amount of the net assets, or the amounts of the total assets and total liabilities, shown in the pro forma financial statements except as provided in subclause (2).

    (2) An advertisement may state the amounts referred to in subclause (1)(d) and (e) if—

    • (a) the amounts shown appear in—

      • (i) the pro forma financial statements; or

      • (ii) the most recent audited statement of financial position of CBS, MARAC, SCBS, or relevant acquisition entity and that statement is dated no earlier than 18 months before the date of distribution of the advertisement; or

      • (iii) the interim statement of financial position of CBS, MARAC, SCBS, or relevant acquisition entity contained or referred to in the registered prospectus relating to the specified equity securities; and

    • (b) the advertisement—

      • (i) states that the amounts have been taken from the pro forma financial statements, states the date of the pro forma financial statements, and states that the amounts have been calculated as at that date; or

      • (ii) states the date of the statement of financial position, states that the amounts have been calculated as at that date, and states whether the amounts have been taken from audited or unaudited financial statements.

    (3) Subclause (1) does not prevent an advertisement from containing or referring to—

    • (a) a statement of financial position that complies with generally accepted accounting practice; or

    • (b) a summary statement of financial position prepared in accordance with FRS-43; or

    • (c) the pro forma financial statements.

10 Exemption from section 37A(1)(a) of Act
  • BSHL and every person acting on its behalf are exempted from section 37A(1)(a) of the Act in respect of any specified equity securities.

11 Conditions of exemption in clause 10
  • The exemption in clause 10 is subject to the following conditions:

    • (a) a copy of the investment statement relating to the specified equity securities is sent to each shareholder of each of CBS and SCBS who is entitled to receive notice of the scheme approval meeting of that entity, to be sent in accordance with the requirements of the Building Societies Act 1965 and the relevant entity’s rules for the delivery of notices of meeting of that entity to consider a special resolution; and

    • (b) BSHL, CBS, or SCBS must, on the request of a person who becomes a registered shareholder of CBS or SCBS after the date that would have entitled that holder to receive the investment statement in accordance with paragraph (a), send a copy of the investment statement relating to the specified equity securities to that person free of charge.

12 Exemption from section 37A(1)(b) of Act
  • BSHL and every person acting on its behalf are exempted from section 37A(1)(b) of the Act in respect of any specified equity securities.

13 Condition of exemption in clause 12
  • The exemption in clause 12 is subject to the condition that no allotment of specified equity securities may be made if, at the time the High Court issues its final orders in respect of the scheme of arrangement, the investment statement or registered prospectus relating to the specified equity securities is known by BSHL, or any director of BSHL, to be false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances (whether or not the investment statement or registered prospectus became so false or misleading as a result of a change of circumstances occurring after the date of the investment statement or registered prospectus).

14 Exemption from section 37A(1)(c) of Act
  • BSHL and every person acting on its behalf are exempted from section 37A(1)(c) of the Act in respect of any specified equity securities.

15 Conditions of exemption in clause 14
  • The exemption in clause 14 is subject to the following conditions:

    • (a) no allotment of specified equity securities may be made if the date of allotment would be more than 12 months after the date of the pro forma financial statements:

    • (b) the date of the scheme approval meeting must be no more than 9 months after the date of the pro forma financial statements.

16 Exemption from section 34(2)(a) of Act
  • BSHL and every person acting on its behalf are exempted from section 34(2)(a) of the Act in respect of any registered prospectus relating to any specified equity securities.


Schedule 
Prospectus requirements

cl 7

General requirements

1 Main terms of offer
  • (1) The name of BSHL and the address of its registered office in New Zealand.

    (2) A brief description of the specified equity securities being offered.

    (3) The consideration to be provided for the specified equity securities being offered, if this is a fixed amount. If the consideration is not a fixed amount, a description of the manner by which that amount is fixed.

2 Details of incorporation of BSHL
  • (1) The statute under which BSHL is incorporated.

    (2) The date of incorporation.

    (3) The registered number.

    (4) The place in New Zealand where a public file relating to the incorporation of BSHL is kept.

3 Principal subsidiaries of merger parties
  • In respect of each subsidiary of a merger party the amount of whose total tangible assets exceeds 5% of the amount of the total tangible assets shown in the pro forma financial statements,—

    • (a) the name of the subsidiary; and

    • (b) the proportion of its issued capital held by a merger party.

4 Names, addresses, and other information
  • (1) The name and address of every person proposed to be a director of BSHL upon the completion of the scheme of arrangement.

    (2) In respect of every such person who is an employee of BSHL, or of an associated person of BSHL, the position held by him or her.

    (3) The name and address of every promoter of the specified equity securities.

    (4) If BSHL, a director of BSHL, a person proposed to be a director of BSHL upon the completion of the scheme of arrangement, or a promoter has, during the 5 years preceding the specified date, been adjudged bankrupt or insolvent, convicted of a crime involving dishonesty, prohibited from acting as a director of a company, or placed in statutory management, voluntary administration, liquidation, or receivership, a statement to that effect and the name and any alternative or former name or names of BSHL, any director, proposed director, or promoter concerned.

    (5) The names of BSHL’s auditors and the securities registrar (if it is not BSHL).

    (6) The names of any solicitors and other professional advisers (other than employees of a merger party or of an associated person of a merger party) that are involved in the preparation of the prospectus.

    (7) The names, addresses, and qualifications of any experts named in the prospectus.

5 Restrictions on directors’ powers
  • Any restrictions on the powers of the directors of BSHL under BSHL’s constitution.

6 Substantial equity security holders of BSHL
  • (1) The names of the persons who are expected to be the registered holders of the 10 largest holdings of equity securities of BSHL upon completion of the scheme of arrangement, and the amounts of the respective expected holdings, based on the shareholdings in each of CBS, SCBS, and BSHL at a date not earlier than 30 days before the date on which an application for initial court orders in respect of the scheme of arrangement is first filed with the court, and their entitlements under the scheme of arrangement.

    (2) A statement as to whether or not the persons specified under subclause (1) undertake any liability in respect of the specified equity securities being offered.

7 Description of activities of merger parties
  • (1) A brief description of the activities of the merger parties during the 5 years preceding the specified date.

    (2) A brief description of the nature and use of the principal assets held by each merger party.

    (3) A statement as to—

    • (a) whether the principal assets referred to in subclause (2) are owned or held under lease; and

    • (b) whether or not those assets are subject to obligations in favour of another person that modify or restrict the relevant merger party’s ability to deal with the assets.

8 Summary financial statements
  • (1) Summary financial statements (if practicable, in tabular form) in respect of each of CBS, MARAC, and SCBS for—

    • (a) each of the 5 consecutive accounting periods preceding the date of the statement of financial position for that entity contained or referred to in the prospectus under clause 20; and

    • (b) the period of any interim financial statements for that entity set out in the prospectus under clause 21.

    (2) The amounts in the summary financial statements required by subclause (1) must be taken from the financial statements for each period that complied with and were registered under the Financial Reporting Act 1993. If financial statements have not been registered, the amounts must be those that would have appeared in financial statements if those financial statements had been registered.

    (3) The summary financial statements must comply with FRS-43.

    (4) However, the summary financial statements are not required to comply with the requirements in FRS-43 that relate to any of the following:

    • (a) a comparison of, and explanations for major variances between, prospective and historical financial statements:

    • (b) events occurring after the balance date of a period:

    • (c) comparative information for any period before the periods referred to in subclause (1).

9 Pro forma financial statements
  • (1) Pro forma financial statements.

    (2) A statement of the principal assumptions and method of calculation in accordance with which the information is calculated.

    (3) The amounts in the pro forma financial statements must be derived from the financial statements contained or referred to in the prospectus under clause 20 or 21, or both.

10 Prospects and forecasts
  • (1) A statement as to the trading prospects of the BSHL group, together with any material information that may be relevant to those trading prospects.

    (2) The statement required by subclause (1) must include a description of all special trade factors and risks that—

    • (a) are not mentioned elsewhere in the prospectus; and

    • (b) are not likely to be known or anticipated by the general public; and

    • (c) could materially affect the prospects of the BSHL group.

11 Prospective financial information
  • (1) A prospective statement of financial position, a prospective statement of financial performance, and a prospective statement of cash flows for the BSHL group in relation to,—

    • (a) if BSHL is a public issuer, each of the following periods:

      • (i) the accounting period ending on the next balance date after the specified date:

      • (ii) the accounting period, or the interim accounting period, that is subsequent to the period referred to in subparagraph (i):

    • (b) if BSHL is not a public issuer, each of the following periods:

      • (i) the accounting period ending on the next balance date after the specified date:

      • (ii) the accounting period that is subsequent to the period referred to in subparagraph (i).

    (2) The prospective financial statements required by subclause (1) must be prepared in accordance with FRS-42.

    (3) However, prospective financial statements are not required under subclause (1) in relation to an accounting period (or interim accounting period) referred to in that subclause if,—

    • (a) in the opinion of the directors of BSHL, after due enquiry by them, prospective financial statements for that period would be likely to deceive or mislead with regard to any particular that is material to the offer of securities (for example, because it is not practicable to formulate reasonable assumptions on which to base the statements); and

    • (b) the prospectus contains a statement to this effect together with a statement of the directors' reasons for their opinion.

    (4) In subclause (1)(a) and (3), interim accounting period, in relation to a public issuer, means a period ending 6 months after the balance date of the public issuer.

12 Acquisition of business or subsidiary
  • (1) This clause does not apply in respect of—

    • (a) the acquisition of the securities in, or business of, CBS, MARAC, or SCBS; or

    • (b) any acquisition by a merger party from another merger party; or

    • (c) a business, subsidiary, or body corporate if the consideration paid or payable, or proposed to be paid, for the acquisition of the business, subsidiary, or body corporate is not more than one-fifth of the amount of the total tangible assets shown in the statement of financial position contained in the pro forma financial statements.

    (2) If a merger party acquired a business at any time in the specified period, or if the prospectus contains a statement to the effect that a merger party intends to acquire a business or to acquire equity securities that will result in a body corporate becoming a subsidiary of the merger party, the following information and statements:

    • (a) the name of the acquiring entity:

    • (b) the amount of the consideration paid or payable, or proposed to be paid, for the business, subsidiary, or body corporate:

    • (c) a brief description of the business, or of the business carried on by the subsidiary or body corporate, in the course of the 5 years before the specified date:

    • (d) summary financial statements (if practicable, in tabular form) for the business, subsidiary, or body corporate in respect of the 5 accounting periods preceding the specified date that comply with clause 8(2) to (4) (which apply with any necessary modifications):

    • (e) either—

      • (i) a reference to the latest financial statements for the business, subsidiary, or body corporate that comply with, and have been registered under, the Financial Reporting Act 1993, the accounting period covered by those statements, and the date of registration (and, if BSHL so wishes, those financial statements); or

      • (ii) audited financial statements for the business, subsidiary, or body corporate prepared in accordance with generally accepted accounting practice for the relevant accounting period.

    (3) In subclause (2),—

    relevant accounting period means—

    • (a) the most recently completed accounting period in respect of which the financial statements for the business, subsidiary, or body corporate have been prepared; or

    • (b) if the business, subsidiary, or body corporate has not completed its first accounting period, the period from the date of commencement of business and ending on a stated date that is not more than 4 months before the specified date

    specified period means the period between 30 June 2010 and the specified date.

13 Options to subscribe for securities of BSHL group
  • (1) If an option to subscribe for securities of any member of the BSHL group is granted to, or is proposed to be granted to, any person by or on behalf of that member of the BSHL group, the following information:

    • (a) in respect of each class of the securities that are under option:

      • (i) a description of the class of securities:

      • (ii) the total number of securities:

      • (iii) the subscription price of each security:

      • (iv) the consideration (if any) given or to be given for each option and the expiry date of the option:

    • (b) the total number of each class of securities under option to, or for the benefit of, each of the following classes of persons:

      • (i) the principal officers of any member of the BSHL group:

      • (ii) the employees of any member of the BSHL group.

    (2) Subclause (1)(b) does not apply if the option is granted or is proposed to be granted on the same terms and on a pro rata basis to all holders of securities of the same class as those to which the option relates.

14 Appointment and removal of directors
  • (1) The method by which a director of BSHL may be appointed or may be removed from, or otherwise vacate, office, if that method is materially different from that specified in sections 153 to 157(1)(a) to (d) of the Companies Act 1993, unless—

    • (a) BSHL is a party to a listing agreement with a registered exchange and that method is the same as the method specified in the listing rules of that registered exchange; and

    • (b) the prospectus names the registered exchange and contains a statement to the effect that the method of appointment, removal, or vacation of office of directors of BSHL is the same as that contained in the listing rules of the registered exchange.

    (2) If any person (other than the members of BSHL in general meeting or directors of BSHL acting as a board to fill a casual vacancy) will have the right to appoint a director or directors of BSHL,—

    • (a) the name of the person; and

    • (b) the name of each director who has been appointed by the person; and

    • (c) a statement as to whether or not the person has the right to vote in the election of other directors of BSHL.

15 Interested persons
  • (1) If, immediately following completion of the scheme of arrangement, any specified person will be entitled to remuneration for services (other than directors’ fees), or to recover expenses, in respect of the BSHL group, particulars of—

    • (a) the nature of the services or expenses; and

    • (b) if remuneration or expense recovery will be from the BSHL group, whether or not the amount of remuneration or expenses will be limited and, if so, the limits.

    (2) Particulars of any direct or indirect material interest in the BSHL group, or in any contract or arrangement entered into on behalf of or in respect of the BSHL group, that—

    • (a) any specified person has, or has had at any time during the 5 years preceding the specified date; and

    • (b) is material to either or both of the person who has the interest and the BSHL group.

    (3) In this clause, specified person means a director or proposed director of BSHL, a promoter of the securities being offered, or an associated person of any of them.

16 Material contracts
  • In relation to every material contract entered into by a merger party at any time in the 2 years preceding the specified date (not being a contract entered into in the ordinary course of business of the merger party),—

    • (a) its date; and

    • (b) the names of the parties to it; and

    • (c) its general nature.

17 Pending proceedings
  • A brief description of any legal proceedings or arbitrations that—

    • (a) are pending at the specified date; and

    • (b) may have a material adverse effect on the BSHL group.

18 Restrictions on BSHL group
  • (1) Particulars of any restrictions on the ability of any member of the BSHL group, immediately following completion of the scheme of arrangement, to make a distribution, being restrictions that result from any undertaking given, or contract or deed entered into, by a merger party.

    (2) Brief particulars of any restrictions on the ability of any member of the BSHL group, immediately following completion of the scheme of arrangement, to borrow, being restrictions that result from any undertaking given, or contract or deed entered into, by a merger party.

19 Other terms of offer and specified equity securities
  • All terms of the offer, and all terms of the specified equity 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.

Requirements in respect of financial statements

20 Financial statements
  • (1) A reference to the latest financial statements for each of CBS, MARAC, and SCBS that comply with, and have been registered under, the Financial Reporting Act 1993, the accounting period covered by those statements, and the date of registration.

    (2) If BSHL so wishes, the latest financial statements referred to in subclause (1).

21 Additional interim financial statements
  • (1) If the directors of BSHL consider it necessary or desirable, an interim statement of financial position for any of CBS, MARAC, and SCBS (or, if an interim statement of financial position has been publicly released, a reference to that interim statement of financial position).

    (2) If an interim statement of financial position is included or referred to, the following statements for the applicable entity (or, if interim financial statements have been publicly released, a reference to those interim financial statements):

    • (a) an interim statement of financial performance; and

    • (b) an interim statement of cash flows; and

    • (c) statements as to—

      • (i) all material changes (if any) in matters contained in the interim financial statements from the matters contained in the financial statements contained or referred to in the prospectus under clause 20; and

      • (ii) all transactions (if any) that are material related party transactions under generally accepted accounting practice and were entered into or were being performed in the period of the interim financial statements.

    (3) Any interim financial statements must be prepared—

    • (a) in accordance with NZ IAS 34 (but need not be audited); and

    • (b) for the period from the date of the financial statements contained or referred to in the prospectus under clause 20 for the applicable entity and ending on a stated date that is no more than 9 months after the date of those financial statements.

Miscellaneous requirements

22 Places of inspection of documents
  • The times and places in New Zealand where the following documents or copies of the following documents (and, if they are wholly or partly in a foreign language, a correct translation of the documents in English) may, on payment of any fee, be inspected by a person who so requests:

    • (a) the constitution of BSHL:

    • (c) any material contract disclosed under clause 16.

23 Other material matters
  • Particulars of any material matters relating to the offer of specified equity securities (other than matters elsewhere set out in the prospectus or in the financial statements referred to in the prospectus under clauses 20 and 21 and contracts entered into in the ordinary course of business of a merger party).

24 Directors’ statement
  • A statement by the directors of BSHL as to whether, in their opinion, after due enquiry by them, any of the following has materially and adversely changed during the period between the date of the pro forma financial statements and the specified date:

    • (a) the trading or profitability of the merger parties taken together as if the merger parties were 1 person:

    • (b) the value of the assets of the merger parties taken together as if the merger parties were 1 person:

    • (c) the ability of the merger parties (taken together as if the merger parties were 1 person) to pay their liabilities due within the next 12 months.

25 Auditor’s report
  • (1) A copy of a report by a qualified auditor, signed by him or her (either in his or her own name or that of his or her firm), stating—

    • (a) the work done by the auditor; and

    • (b) the scope and limitations of the audit; and

    • (c) the existence of any relationship (other than that of auditor) that the auditor has with, or any interests that the auditor has in, the entity to which the report relates or any of its subsidiaries; and

    • (d) whether the auditor has obtained all information and explanations that he or she has required; and

    • (e) whether, in the auditor's opinion, as far as appears from an examination of them, proper accounting records have been kept by the entity to which the report relates; and

    • (f) whether or not, in the auditor’s opinion, the financial statements contained or referred to in the prospectus under clause 20 in respect of the entity to which the report relates,—

      • (i) subject to this schedule, comply with generally accepted accounting practice; and

      • (ii) give a true and fair view of the matters to which they relate, taking into account information or explanations of the kind referred to in section 14(2) of the Financial Reporting Act 1993 (if any); and

    • (g) if the statements referred to in paragraph (f) do not so comply or give a true and fair view, the respects in which they do not; and

    • (h) whether the amounts stated under clauses 8 and 12(2) have been taken from audited financial statements, and whether or not the amounts have been correctly taken.

    (2) If the prospectus contains prospective financial information, the auditor's report must contain a statement in the following form:

    In our (or my) opinion, the prospective financial information, so far as the accounting policies and calculations are concerned, has been properly compiled on the footing of the assumptions made or adopted by BSHL set out on [specify pages] of this prospectus.

    (3) In respect of the pro forma financial statements contained under clause 9, the auditor’s report must contain a statement in the following form:

    “In our (or my) opinion, the pro forma financial information set out in the pro forma financial statements, so far as the accounting policies and calculations are concerned, has been properly—

    • (a) derived from the financial statements contained or referred to in the prospectus on pages [insert page references to clauses 20 and 21 financial information] of the prospectus, being,—

      • (i) for MARAC, audited financial statements for the year ending 30 June 2010; and

      • (ii) for SCBS, audited financial statements for the year ending 30 June 2010; and

      • (iii) for CBS, unaudited interim financial statements for the 3 months ending 30 June 2010 and the audited financial statements for the year ending 31 March 2010; and

    • (b) compiled on the footing of the assumptions and method of calculation set out on pages [insert page reference(s) to clause 9(2) information] of the prospectus, such information having been provided in accordance with clause 9(2).”

    (4) If financial statements are referred to in the prospectus under clause 20(1), a report under this clause is not required to contain information of the kinds referred to in subclause (1)(a) to (g) to the extent that that information is contained in a report by a qualified auditor that is registered under the Financial Reporting Act 1993.

    (5) If subclause (4) applies and the report under this clause does not contain any of that information, the date of the auditor’s report under the Financial Reporting Act 1993 on the financial statements, and a statement as to whether or not the report was qualified or referred to a fundamental uncertainty in any respect and, if so, explaining what the qualification or fundamental uncertainty was.

Dated at Wellington this 26th day of October 2010.

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

[Seal]

David Mayhew,
Member.


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 2011, exempts Building Society Holdings Limited and every person acting on its behalf, subject to conditions, from regulations 5(1)(a) and 26 of the Securities Regulations 2009 and from sections 37A(1)(a) to (c) and 34(2)(a) of the Securities Act 1978 in respect of equity securities in Building Society Holdings Limited that are, or are to be, offered to shareholders of Canterbury Building Society and Southern Cross Building Society as part of a court-approved scheme of arrangement to give effect to the merger of the businesses of those 3 entities.

The Securities Commission considers that it is appropriate to grant Building Society Holdings Limited the exemptions described above because—

  • the exemption from regulation 5(1)(a) addresses certain relatively novel aspects of the proposed merger and allows the prospectus to provide information most relevant to participants in the merger, including condensed unaudited pro forma financial statements of MARAC Finance Limited (which will be Building Society Holdings Limited’s subsidiary), Canterbury Building Society, and Southern Cross Building Society:

  • the exemption from regulation 26 allows any advertisements in respect of the equity securities offers to refer to the assets referred to in the pro forma financial statements:

  • the exemption from section 34(2)(a) recognises that the pro forma financial statements will be provided in the prospectus, and references will be provided for the individual financial statements of the merging businesses:

  • the exemption from section 37A(1)(a) recognises that BSHL has no way of verifying that an investment statement has been received by an offeree, because there is no application form that needs to be returned to approve the scheme of arrangement (instead shareholders are entitled to attend and vote at meetings to approve the scheme of arrangement), but requires that an investment statement is distributed with the applicable notice of meeting:

  • the exemption from section 37A(1)(b) recognises that, given the unique features of the merger, the directors and promoters should not be liable for events that occur following the date on which final court orders are given, as under the merger (which involves certain irreversible steps and accordingly cannot be unwound) the directors are then required to implement the merger in the manner directed by the court:

  • the exemption from section 37A(1)(c) recognises that the timetable for the proposed merger depends to an extent on the court-supervised process, so merger completion (and therefore allotment) should be permitted, provided that allotment occurs within 12 months after the date of the pro forma financial statements.

The notice also exempts Canterbury Building Society and Southern Cross Building Society and every person acting on behalf of either or both of them from sections 33(1), 37, 37A, 38A, and 51 to 54B of the Securities Act 1978 and the Securities Regulations 2009 (except regulation 23) in respect of an offer of equity securities that occurs as part of the corporatisation of those building societies to be implemented as part of the proposed merger.

The Securities Commission considers that it is appropriate to grant Canterbury Building Society and Southern Cross Building Society the exemptions because—

  • the conversion of Canterbury Building Society and Southern Cross Building Society into companies has limited effect on investors, who already hold an equity-style security:

  • the corporatisation only occurs as part of the proposed merger and only if—

    • it is approved by special resolutions of the members of Canterbury Building Society and Southern Cross Building Society; and

    • the scheme of arrangement relating to the amalgamation is approved by all relevant shareholders and the High Court:

  • the corporatisation is simply a necessary step to achieve the overall proposed merger transaction. Offer documents will be required in respect of the offer of equity securities for the final step of the merger, which is the scheme of arrangement.


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

Date of notification in Gazette: 28 October 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 (Building Society Holdings Limited) Exemption Notice 2010. The reprint incorporates all the amendments to the notice as at 1 January 2012, 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 (Building Society Holdings Limited) Exemption Notice 2010 (SR 2010/388): clause 3