Dated at Wellington this 19th day of April 2011.
The Common Seal of the Securities Commission was affixed in the presence of:
N O Todd,
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, relates to an offer of ordinary shares in Opus Print Group Limited (Opus). It is intended that the registered prospectus will contain a statement to the effect that Opus intends to acquire Cactus Imaging Holdings Pty Ltd, Canprint Holdings Pty Ltd, Opus Print Group NZ Holdings Limited, and Opus Print Group (Australia) Pty Limited (together, the relevant companies). Opus Print Group NZ Holdings Limited purchased C.O.S. Printers Pte Ltd (COSP) in September 2010 after the former's financial year end.
The notice exempts Opus, in respect of a prospectus registered on or before 30 June 2011, from clause 12(3)(d) and (e) of Schedule 1 of the Securities Regulations 2009 to the extent that those paragraphs require the prospectus to contain information about the relevant companies and COSP.
The Securities Commission considers it appropriate to grant the exemptions because—
the relevant companies have identical ultimate shareholders, common management, and are operationally and financially treated as a single group of companies. Historical financial information for each of these entities, if shown separately, will not present prospective investors with an accurate representation of the group and could be misleading as intercompany balances will not be excluded. In the circumstances, inclusion in the prospectus of summary pro forma consolidated financial information in an aggregated form rather than 4 separate sets of financial statements for each relevant company will provide meaningful comparative information for prospective investors considering whether to subscribe for shares:
the conditions of exemption require Opus to include, in respect of the relevant companies and COSP, audited pro forma consolidated financial statements and audited financial statements respectively for the most recent accounting period available:
the conditions of exemption also require Opus to ensure that the pro forma financial statements included in the prospectus are prepared on as similar a basis as possible to financial statements that would have been prepared had those entities been reporting entities under the Financial Reporting Act 1993 and that they include a statement as to the basis of preparation, the key assumptions used, and the source of the information on which the statements are based.