Securities Act (EP Global Opportunities Trust plc) Exemption Notice 2011

  • expired
  • Securities Act (EP Global Opportunities Trust plc) Exemption Notice 2011: expired, on 1 January 2012, by clause 3.

Reprint
as at 1 January 2012

Coat of Arms of New Zealand

Securities Act (EP Global Opportunities Trust plc) Exemption Notice 2011

(SR 2011/3)

  • Securities Act (EP Global Opportunities Trust plc) Exemption Notice 2011: 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 (EP Global Opportunities Trust plc) Exemption Notice 2011.

2 Commencement
  • This notice comes into force on 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

    EP Global means EP Global Opportunities Trust plc

    LSE means London Stock Exchange plc

    Regulations means the Securities Regulations 2009

    specified securities means equity securities issued by EP Global.

    (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 37, 37A, 38A, and 51 to 54B of Act and from Regulations (except regulation 23)
  • EP Global and every person acting on its behalf are exempted from sections 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 23) in respect of the specified securities.

6 Conditions of exemptions in clause 5
  • The exemptions in clause 5 are subject to the conditions that—

    • (a) the specified securities are offered in New Zealand only to members of the public who, at the time the offer is made, are holders of equity securities issued by Anglo & Overseas Plc; and

    • (b) either—

      • (i) the specified securities are of a class that are traded on LSE's Main Market for listed securities; or

      • (ii) an application has been made for the specified securities to be admitted to the Official List of the UK Listing Authority and for the specified securities to be traded on LSE's Main Market for listed securities and, at the time the offer of the specified securities is made to the public in New Zealand, EP Global has complied with all the requirements of the UK Listing Authority and LSE relating to the application with which EP Global is required to comply at that time; and

    • (c) the offer of the specified securities to the public in New Zealand is made in compliance with the laws of England and Wales and with any code, rules, or other requirements relating to the offer of the specified securities applying in England and Wales; and

    • (d) the specified securities are offered to members of the public in New Zealand as whole or partial consideration for the extinction of any rights of those persons to a distribution in the liquidation of Anglo & Overseas Plc under a scheme for its reconstruction under section 110 of the Insolvency Act 1986 (UK).

Dated at Wellington this 2nd day of February 2011.

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

[Seal]

D W Mayhew,
Member.


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.


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

Date of notification in Gazette: 7 February 2011.


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 (EP Global Opportunities Trust plc) Exemption Notice 2011. 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 (EP Global Opportunities Trust plc) Exemption Notice 2011 (SR 2011/3): clause 3