A brief, balanced description of the moratorium proposal, including—

• (a) the effect of the moratorium proposal, if accepted:

• (b) the mechanism(s) by which it is proposed to be carried out (for example, by a recapitalisation plan or a repayment plan and the process to carry out the moratorium proposal):

• (c) a brief summary of the proposed variations to the terms and conditions of the security, and of any proposed changes to the trust deed, under the moratorium proposal, including the date that the moratorium is due to be completed.

A statement by the directors of the issuer stating—

• (a) the outcomes required to be achieved by the issuer to enable it to repay the principal amounts and any other returns due and to become due under the security, and the time frame for achieving those outcomes; and

• (b) milestones that will enable achievement of those outcomes to be tracked on a quarterly basis; and

• (c) the likelihood (if any) of insolvency before payment of the principal amounts and any other returns due and to become due under the security.

A copy of a report by an independent expert (being a person who is appointed by the trustee, and who is independent of the issuer, and who has expertise and experience to the satisfaction of the trustee) signed by him or her (either in his or her own name or that of his or her firm) stating his or her opinion, after due inquiry by him or her, of the following:

• (a) the advantages and disadvantages of the moratorium proposal and the alternative options referred to in the investment statement and whether the assumptions underlying the issuer’s financial information and analysis are realistic; and

• (b) if there is more than 1 type or class of existing security issued by the issuer, the fairness between types or classes, taking into account relative priorities between the types or classes in the event of an insolvency; and

• (c) whether any potential return for shareholders is fair to security holders in the circumstances of the offer; and

• (d) details of any related party transactions or distributions that may be voidable if a liquidator were to be appointed immediately, including amounts; and

• (e) the likelihood of success of the directors' future plans for the issuer; and

• (f) the effect of any guarantee given in respect of the issuer; and

• (g) the merits of the moratorium proposal, having regard to the interests of the class of security holders to whom the offer is made.

(1) A prospective statement of financial position, a prospective statement of financial performance, and a prospective statement of cash flows for the borrowing group in relation to the 2 following periods:

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

• (b) the accounting period that is subsequent to the period referred to in paragraph (a) (unless the moratorium is due to be completed before the start of that accounting period).

(2) The statements required by subclause (1) must be prepared in accordance with FRS-42 and on the basis that the moratorium proposal is accepted.

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

• (a) in the opinion of the directors of the issuer, after due inquiry 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; and

• (c) the prospectus contains alternative financial information for the period until the moratorium is completed, comprising—

  • (i) a maturity analysis of the expected maturity dates of financial liabilities and financial assets prepared in accordance with NZ IFRS 7 (including Appendix E of that Standard) on the basis of the values and timing of repayments for the security if the moratorium proposal is accepted; and

  • (ii) an analysis of the proposed business plan for the borrowing group (including the assumptions underlying the plan and a sensitivity analysis) that is prepared in accordance with NZ IFRS 7 on the basis that the moratorium proposal is accepted; and

• (d) the prospectus contains a statement of the principal assumptions made in preparing the alternative financial information referred to in paragraph (c); and

• (e) the prospectus contains statements—

  • (i) to the effect that the alternative financial information is inherently uncertain; and

  • (ii) that the financial information contained in the prospectus is not full prospective financial information; and

  • (iii) to the effect that the alternative financial information is based on the best and most current information available.

(1) A statement in the following form (to be set out at the front of the investment statement):

(The information in this section is required under the Securities Act 1978.)

Moratorium proposals are very significant, and have short-term and long-term consequences. They alter your rights under the securities that you currently hold, and the timing or likely amount of any repayments you can expect. Read all documents carefully. Ask questions. Seek professional advice from an adviser before committing yourself.

This document, together with the trust deed, prospectus (if any), and other documents available to you relating to the moratorium proposal, will outline your rights in relation to this moratorium proposal. Know and understand your rights.

When deciding whether to accept the moratorium proposal, consider carefully the answers to the following questions that can be found on the pages noted below:

In addition to the information in this document, important information can be found in the current registered prospectus for the investment. You are entitled to a copy of that prospectus on request.”

(2) If the investment statement relates to securities for which a registered prospectus is not required, the paragraph in the statement in subclause (1) referring to a registered prospectus must be omitted.

A brief, balanced description of the moratorium proposal, including—

• (a) the effect of the moratorium proposal, if accepted:

• (b) the mechanism(s) by which it is proposed to be carried out (eg, by a recapitalisation plan or a repayment plan and the process to carry out the moratorium proposal).

The following information in respect of the moratorium proposal:

• (a) the name and address of the issuer:

• (b) the names of the directors of the issuer:

• (c) the names and addresses of any promoters:

• (d) the name and address of the trustee:

• (e) the name and address of the independent expert referred to in clause 9:

• (f) the name and address of any independent monitor under the moratorium proposal referred to in clause 12(b):

• (g) the name of any person who would be a substantial security holder of the issuer if the issuer were a public issuer.

The following information about the moratorium proposal:

• (a) key changes that are proposed to the rights of the security holders to whom the offer is made, including a comparison of those rights before and after the acceptance of the moratorium proposal:

• (b) a brief summary of the proposed variations to the terms and conditions of the security, and of any proposed changes to the trust deed, under the moratorium proposal, including the date that the moratorium is due to be completed:

• (c) rights of security holders that are being removed or waived (for example, removal of rights under an agreement to take legal action or waiver of any rights in respect of any breaches of the trust deed):

• (d) a statement setting out any rights of security holders under the moratorium proposal if any milestones specified in the moratorium proposal are not achieved or any other event of default or review specified in the moratorium proposal occurs.

The following information about the moratorium proposal:

• (a) a brief summary of the issues facing the issuer that have led to the moratorium proposal being formulated:

• (b) details of any breach or potential breach of the existing terms and conditions of the existing security or of the trust deed for the security and how the breach or potential breach and the consequences of it are addressed by the moratorium proposal:

• (c) a statement of the benefits (if any) to security holders, and of the benefits (if any) to shareholders or promoters, that the directors believe may result from the moratorium proposal.

The following information:

• (a) a brief, balanced description of the alternative options to the moratorium proposal, including receivership, liquidation, and any other reasonably practicable options:

• (b) a statement of the advantages and disadvantages to security holders of the moratorium proposal and the alternative options to the moratorium proposal that are reasonably practicable:

• (c) a statement of the net present value of the principal amounts and any other scheduled returns due or to become due to security holders under each of the options, including any principal assumptions made in this analysis:

• (d) an explanation in the following form:

  “Net present value shows the value today of money to be received (or paid) in the future. It allows investors to compare options that involve different payments at different times. For example, net present value takes into account that $100 in 6 months time is worth less than $100 now because $100 now can be reinvested and will earn interest for the next 6 months.”:

• (e) possible risks associated with the moratorium proposal and the reasonably practicable alternative options, including the risk of future default if the moratorium proposal is accepted:

• (f) a statement as to whether it is the opinion of the directors, after due inquiry by them, that the moratorium proposal is the best option from the perspective of security holders assessed as a whole (as opposed to the interests of shareholders, promoters, or any other persons).

A statement by the directors of the issuer, on the basis that the moratorium proposal is accepted, of—

• (a) the outcomes required to be achieved by the issuer to enable it to repay the principal amounts and any other returns due and to become due under the security, and the time frame for achieving those outcomes; and

• (b) milestones that will enable achievement of those outcomes to be tracked on a quarterly basis; and

• (c) the likelihood (if any) of insolvency before payment of the principal amounts and any other returns due and to become due under the security; and

• (d) whether the directors of the issuer intend that the issuer will offer any securities to the public during the period of the moratorium.

A statement about the directors’ future plans for the issuer following the payment of all the principal amounts and any other returns due to be paid under the moratorium proposal, including—

• (a) whether the directors of the issuer intend that the issuer will continue trading or be wound up; and

• (b) whether the directors of the issuer intend that the issuer will offer any securities to the public after the moratorium is completed.

(1) A brief summary of the opinion of an independent expert (being a person who is appointed by the trustee, and who is independent of the issuer, and who has expertise and experience to the satisfaction of the trustee), including the independent expert’s assessment of—

• (a) the advantages and disadvantages of the moratorium proposal and the alternative options referred to in the investment statement and whether the assumptions underlying the issuer’s financial information and analysis are realistic; and

• (b) if there is more than 1 type or class of existing security issued by the issuer, the fairness between types or classes, taking into account relative priorities between the types or classes in the event of an insolvency; and

• (c) whether any potential return for shareholders is fair to security holders in the circumstances of the offer; and

• (d) whether there are any related party transactions or distributions that may be voidable if a liquidator were to be appointed immediately; and

• (e) the likelihood of success of the directors' future plans for the issuer; and

• (f) the effect of any guarantee given in respect of the issuer; and

• (g) the merits of the moratorium proposal having regard to the interests of the class of security holders to whom the offer is made.

(2) The summary in subclause (1) must be one that has been prepared by the independent expert.

A statement of any direct or indirect benefits that any directors, promoters, substantial shareholders, the trustee, and any associated persons of any of those persons may obtain from the moratorium proposal, including any potential remuneration, incentives, dividends, or increase in capital arising from any revaluation of liabilities, or payments to shareholders, and a quantification of those benefits (to the extent that is reasonably practicable).

A statement from the trustee—

• (a) drawing attention to the key issues of the moratorium proposal, including the effect of the moratorium proposal on enforcement and monitoring by the trustee; and

• (b) identifying any conflicts of interest the trustee may have; and

• (c) as to why the trustee considers the moratorium proposal has sufficient merit for the trustee to allow it to be put to security holders, rather than taking enforcement action under the trust deed or seeking any alternative directions from security holders.

A brief statement—

• (a) describing the ongoing role of the trustee; and

• (b) describing the role of any independent monitor (being a person who is independent of the issuer and who is to be appointed to monitor the issuer’s payment of the principal amounts and any other returns due, or to become due, under the moratorium proposal and to report any problems that arise to the trustee); and

• (c) stating if an independent monitor has not been appointed, why none has been appointed; and

• (d) stating whether the independent monitor is independent of the trustee.

(1) A brief description of the principal risks of—

• (a) the money paid by a security holder not being recovered in full by the subscriber:

• (b) a security holder not receiving the principal amounts and any other returns due, or to become due, under the terms and conditions of the security as varied by the moratorium proposal:

• (c) a security holder being required to pay more money in respect of a security.

(2) If it is reasonably foreseeable that, on termination of any security at any time, a security holder will have received, in total, less than the amount paid to the issuer or an associated person for the security, a statement to this effect and a brief description of the circumstances that may produce this result.

The names or descriptions of officers, employees, or agents of the issuer to whom inquiries about the moratorium proposal can be made, and the contact details of those people (which must include an address and a business telephone number).

(1) The names or descriptions of officers, employees, or agents of the issuer to whom complaints about the moratorium can be made, and the contact details of those people (which must include an address and a business telephone number).

(2) If complaints about the moratorium can be made to a trustee or an industry body, a statement to this effect and the contact details of those people (which must include an address and a business telephone number).

(3) A statement as to whether complaints about the moratorium can be made to an ombudsman and, if so, the contact details of the ombudsman (which must include an address and a business telephone number).

(1) A statement—

• (a) to the effect that other information about the moratorium proposal or the issuer, or both, is contained or referred to in a prospectus and in financial statements of, or relating to, the issuer; and

• (b) describing where a copy of the prospectus and of the most recent financial statements of, or relating to, the issuer can be obtained, free of charge; and

• (c) to the effect that the prospectus, and financial statements and other documents of, or relating to, the issuer, are filed on a public register at the Companies Office of the Ministry of Economic Development and available for public inspection (including at www.companies.govt.nz).

(2) For the purposes of subclause (1) and the heading to this clause, if no prospectus is required for the securities, references to the prospectus must be disregarded.

A statement of the periodic information that will be provided to security holders under the moratorium proposal.

A statement—

• (a) describing the type of information relating to the issuer or the moratorium proposal that is required to be, or otherwise will be, available on request from the issuer; and

• (b) explaining how the request should be made; and

• (c) as to whether any charge may be made for the information and the amount of the charge.

A statement of the effect of the clause set out in clause 15 of Schedule 3.

(1) No amendment to the deed may be made as a result of a moratorium proposal unless,—

• (a) if the security has been offered in, or accompanied by, a registered prospectus, that prospectus complies with the Act and the Securities (Moratorium) Regulations 2009; and

• (b) if the security has been offered in, or accompanied by, an investment statement, that investment statement complies with the Act and the Securities (Moratorium) Regulations 2009.

(2) However, there is no breach of subclause (1) in the case of an amendment to the deed as a result of a moratorium proposal that is made before the date of commencement of these regulations if the trustee is satisfied that—

• (a) information has been given to each holder of securities to which the deed relates that is substantially similar to the information required to be contained in a prospectus and an investment statement by the Securities (Moratorium) Regulations 2009; and

• (b) the time each holder of securities to which the deed relates was given to consider the moratorium proposal and the information referred to in paragraph (a) was no less than the time required by clauses 13 and 14.

(3) If no prospectus is required for the securities, the references to the prospectus in subclauses (1) and (2) must be disregarded.

(1) The issuer must, at the request in writing of the trustee or of persons holding not less than one-tenth in nominal value of the class of issued debt securities to which the deed and the moratorium proposal relate, summon a meeting of the holders of those securities for the purpose of considering any moratorium proposal and giving to the trustee their opinions or directions in relation to the exercise of his or her powers.

(2) Every meeting summoned under subclause (1), or otherwise convened by the issuer for the purpose of considering any moratorium proposal, must be summoned or convened by sending a notice by post, specifying the time and place of the meeting, to every holder of the securities to which the moratorium proposal relates at the holder's last known address not later than 21 days before the date of the proposed meeting.

(3) The notice of a meeting referred to in subclause (2) must be accompanied by—

• (a) the investment statement for the moratorium proposal; and

• (b) a statement that, if votes can be cast by proxy, all proxies received before the meeting will be permitted, and of the address or addresses to which any proxies must be sent.

(4) The chairperson of a meeting referred to in subclause (2) must be a person nominated by the trustee or any other person that may be appointed in that behalf by an ordinary majority of the holders of the securities to which the moratorium proposal relates who are present at the meeting.

(1) This clause applies if an issuer proposes that a moratorium proposal be accepted by a written resolution of the holders of securities rather than by a resolution at a meeting of the holders of the securities.

(2) Every proposal for a written resolution to accept the moratorium proposal must be sent by post to every holder of the securities to which the moratorium proposal relates at the holder’s last known address not later than 21 days before the last date before which acceptances must be sent by security holders.

(3) The proposal for a written resolution must be accompanied by—

• (a) the investment statement for the moratorium proposal; and

• (b) if votes can be cast by proxy, a statement of the date by which any proxies must be received and of the address or addresses to which any proxies must be sent.

(1) This clause applies if—

• (a) a moratorium proposal has been accepted (whether before or after these regulations come into force); and

• (b) the trustee had a power to appoint a receiver to enforce the security under the trust deed before the moratorium proposal was accepted (whether that power arose under the trust deed or otherwise, and whether the trustee had the power only if directed by resolution of security holders or otherwise).

(2) The issuer must, at the request in writing of the trustee or of persons holding not less than one-tenth in nominal value of the issued debt securities to which the deed and the moratorium proposal relate, summon a meeting of the holders of those securities for the purpose of voting on a resolution that the trustee be directed to appoint a receiver to enforce the security under the trust deed.

(3) The trustee must appoint a receiver in respect of all or any of the property that is subject to a security under the trust deed if a resolution is passed at a meeting of security holders under subclause (1) that directs the trustee to appoint a receiver unless the trustee is satisfied—

• (a) that the principal amounts or any other returns due, or to become due, under the moratorium proposal have been paid as provided in that proposal:

• (b) that it is likely that the principal amounts and any other returns due, or to become due, under the moratorium proposal will be paid as provided in that proposal, having regard to the extent to which the issuer has achieved the forecasts and milestones disclosed to security holders as part of the moratorium proposal and any other circumstances since the moratorium proposal was accepted.

(4) A resolution of security holders under subclause (3)(a) may be passed by the lower of the following:

• (a) if the trustee had a power to appoint a receiver to enforce the security under the trust deed before the moratorium proposal was accepted only if directed by resolution of security holders, the same majority of security holders that would have been required to pass such a resolution before the moratorium; or

• (b) either—

  • (i) the same majority of security holders that was required to vote in favour of the moratorium proposal in order for it to be accepted (for example, if a moratorium proposal could be accepted only if approved by a majority of 75% or higher by value, then the same majority applies under this paragraph); or

  • (ii) if no resolution of the holders of the securities to which the moratorium proposal relates was required in order for it to be accepted, persons holding not less than 50% in nominal value of the issued debt securities to which the deed and the moratorium proposal relate that attend the meeting in person, or by proxy vote, or by representative, or in any other manner permitted by the trust deed.

(5) This clause does not limit any obligation of the issuer, or any power to appoint a receiver, that exists otherwise than under this clause.

The issuer must provide the Registrar with copies of the annual financial statements and half-yearly financial statements of the borrowing group within 20 working days of the date on which the issuer is required to provide them to the trustee under clause 7 of Schedule 15 of the Securities Regulations 2009.