Securities Act (Wool Equities Limited) Exemption Notice 2011

  • expired
  • Securities Act (Wool Equities Limited) Exemption Notice 2011: expired, on 1 October 2011, by clause 3.

Reprint
as at 1 October 2011

Coat of Arms of New Zealand

Securities Act (Wool Equities Limited) Exemption Notice 2011

(SR 2011/116)

  • Securities Act (Wool Equities Limited) Exemption Notice 2011: expired, on 1 October 2011, 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 (Wool Equities Limited) Exemption Notice 2011.

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 30 September 2011.

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

    Act means the Securities Act 1978

    eligible grower means a person who was a non-merino grower at the time of the initial offer and who elected, under the terms of that offer, to apply his or her future redeemable preference share entitlements wholly or partly in subscribing for additional ordinary shares in the issuer

    initial offer means the initial public offer of ordinary shares in the issuer to growers under the prospectus

    issuer means Wool Equities Limited

    new shares means the ordinary shares in the issuer to be issued to eligible growers on the redemption of redeemable preference shares

    non-merino grower has the same meaning as in section 3 of the Wool Industry Restructuring Act 2003

    prospectus means the prospectus for the initial offer dated 26 September 2003

    redeemable preference share entitlement means the amount payable to each eligible grower on redemption of the redeemable preference shares held on the grower's behalf by the trust

    redeemable preference shares means redeemable preference shares in Wool Board Disestablishment Company Limited issued to the trustees of the trust on behalf of non-merino growers

    Regulations means the Securities Regulations 2009

    subsequent distribution means the distribution, on or after the day on which this notice comes into force, by Wool Board Disestablishment Company Limited of the cash reserves of the former New Zealand Wool Board to eligible growers through the redemption of redeemable preference shares

    trust means the non-merino growers bare trust established by a deed of trust dated 29 August 2003 that was established to hold the redeemable preference shares on behalf of non-merino growers.

    (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  Exemption from section 37A(1)(b) and (c) of Act
  • The issuer and every person acting on its behalf are exempted from section 37A(1)(b) and (c) of the Act in respect of the allotment of new shares to eligible growers as part of the subsequent distribution.

6  Condition that issuer send notice and supplementary statement to eligible growers
  • The exemption in clause 5 is subject to the condition that—

    • (a) the issuer sends to each eligible grower a notice that satisfies the requirements set out in clause 7; and

    • (b) the notice has attached to it, or is accompanied by, a supplementary statement that satisfies the requirements set out in clause 8.

7  Requirements for notice
  • The notice referred to in clause 6(a) must set out all of the following:

    • (a) the eligible grower's entitlement to new shares:

    • (b) the price at which the new shares will be issued under the subsequent distribution:

    • (c) the number of new shares to be issued to the eligible grower:

    • (d) the date on which the new shares will be issued to the eligible grower:

    • (e) the eligible grower's right to cancel some or all of the new shares allotted to the eligible grower and instead receive the corresponding proportion of the eligible grower's redeemable preference share entitlement in cash:

    • (f) the requirement for an eligible grower who wishes to exercise the right described in paragraph (e) to notify the issuer of that fact by the date specified in the notice (which must be a date that is not less than 3 weeks from the date on which the notice is sent).

8  Requirements for supplementary statement
  • (1) The supplementary statement referred to in clause 6(b) must include all of the following, set out in a succinct manner:

    • (a) a statement to the effect that the purpose of the supplementary statement is to assist the eligible grower to decide whether to elect to cancel some or all of the new shares to be allotted to the eligible grower and instead receive the corresponding proportion of the eligible grower's redeemable preference share entitlement in cash (rather than retaining those new shares when allotted):

    • (b) a description of the issuer's current business activities, assets, financial position, and future plans:

    • (c) a statement by the issuer that the supplementary statement is not known by the issuer, or any director of the issuer, to be false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances:

    • (d) a statement to the effect that copies of the following documents are available on the issuer's Internet site and will be sent to an eligible grower, free of charge, on request:

      • (i) the issuer's annual report and audited financial statements for the year ending on 30 June 2010:

      • (ii) the issuer's half-year report and unaudited financial statements for the 6 months ending on 31 December 2010.

    (2) The supplementary statement must, subject to subclause (3), be accompanied by copies of all of the following documents:

    • (a) the issuer's annual report and audited financial statements for the year ending on 30 June 2010:

    • (b) the issuer's half-year report and unaudited financial statements for the 6 months ending on 31 December 2010:

    • (c) announcements made by the issuer to NZX Limited after 30 June 2010.

    (3) However, if the supplementary statement is to be sent to an eligible grower who was a shareholder of the issuer at the time that a document described in subclause (2) was sent to the issuer's shareholders, the statement need not be accompanied by a copy of that document.

    (4) If, in the opinion of the issuer, there are any other documents that are relevant to the decision referred to in subclause (1)(a),—

    • (a) the supplementary statement must include a list of the documents; and

    • (b) the supplementary statement must either—

      • (i) include, or be accompanied by, the documents; or

      • (ii) clearly indicate where the documents may be viewed and how they may be accessed.

    (5) The supplementary statement must be made available to the public on the issuer's Internet site at all reasonable times.

9  Further conditions
  • The exemption in clause 5 is subject to the following further conditions:

    • (a) no new shares may be allotted if, at the time of allotment, the prospectus, taken together with the supplementary statement referred to in clause 6(b), is known by the issuer, or any director of the issuer, to be false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances, whenever those adverse circumstances occurred:

    • (b) the issuer allots the new shares to all the eligible growers in accordance with the elections of those eligible growers under the initial offer:

    • (c) immediately after allotting new shares as described in paragraph (b), the issuer cancels the requested proportion of the new shares allotted to each eligible grower who, by the date specified in the notice referred to in clause 6(a), notified the issuer that the eligible grower wished to exercise the right described in clause 7(e) (to cancel some or all of the new shares and instead receive the corresponding proportion of the redeemable preference share entitlement in cash):

    • (d) immediately after cancelling the requested proportion of the new shares as described in paragraph (c), the issuer pays, in cash, to each eligible grower whose new shares have been cancelled, the corresponding proportion of the eligible grower's redeemable preference share entitlement.

Dated at Wellington this 20th day of April 2011.

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

[Seal]

N O Todd,
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 30 September 2011, exempts Wool Equities Limited, subject to conditions, from section 37A(1)(b) and (c) of the Securities Act 1978 (the Act) in respect of the allotment of new shares to certain growers of non-merino wool (the growers).

The Securities Commission considers that it is appropriate to grant the exemption for the following reasons:

  • the exemption will allow Wool Equities Limited to comply with its obligations under the Wool Industry Restructuring Act 2003 and associated plans without breaching the Act:

  • granting the exemption will not prejudice the interests of the growers to any material extent given that—

    • they will receive the new shares that they are entitled to, and those growers who do not wish to retain all or any the new shares allotted to them will be given the opportunity to have some or all of the new shares cancelled and instead, receive the corresponding proportion of their redeemable preference share entitlement in cash; and

    • they will receive information about the current business activities, assets, financial position, and future plans of Wool Equities Limited, which will allow growers to make an informed decision as to whether to retain all or any of the new shares or receive the corresponding proportion of their entitlement in cash instead.


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

Date of notification in Gazette: 28 April 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 (Wool Equities Limited) Exemption Notice 2011. The reprint incorporates all the amendments to the notice as at 1 October 2011, 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 (Wool Equities Limited) Exemption Notice 2011 (SR 2011/116): clause 3