Dated at Wellington this 2nd day of February 2011.
The Common Seal of the Securities Commission was affixed in the presence of:
D W Mayhew,
Statement of reasons
This notice, which comes into force on its notification in the Gazette and expires on 31 December 2011, exempts EP Global Opportunities Trust plc, and every person acting on its behalf, subject to conditions, from sections 37, 37A, 38A, and 51 to 54B of the Securities Act 1978 and the Securities Regulations 2009 (except regulation 23).
The exemptions are in respect of the offer of securities on the reconstruction of Anglo & Overseas Plc under section 110 of the Insolvency Act 1986 (UK). The exemptions are identical to exemptions granted in 2005 when securities in Anglo & Overseas Plc were offered on the reconstruction of its predecessor, Anglo & Overseas Trust PLC, under section 110 of the Insolvency Act 1986 (UK).
The Securities Commission considers that it is appropriate to grant the exemptions because—
the offer of securities by EP Global Opportunities Trust plc falls outside the terms of the Securities Act (Overseas Companies) Exemption Notice 2002 (the overseas companies notice) because the securities are to be offered, not in part consideration for the cancellation of any securities, but in exchange for the extinction of shareholders' rights to a distribution in the liquidation of Anglo & Overseas Plc; and
nonetheless, the exemptions are consistent with the policy of the overseas companies notice, which permits the use of overseas offer documents by an overseas listed company making an offer to members of the public in New Zealand who already hold shares in another overseas listed company if the consideration for the offer is the exchange or cancellation of the securities already held; and
the exemptions allow existing shareholders in Anglo & Overseas Plc in New Zealand to participate in the reconstruction of that company, and to elect whether to receive either or both of cash or shares in EP Global Opportunities Trust plc.