Securities Act (Guinness Peat Group plc) Exemption Notice 2002

  • revoked
  • Securities Act (Guinness Peat Group plc) Exemption Notice 2002: revoked (after expiring on 1 November 2007), on 6 November 2008, by clause 3 of the Regulations Revocation Order 2008 (SR 2008/367).

Reprint as at 6 November 2008

Securities Act (Guinness Peat Group plc) Exemption Notice 2002

(SR 2002/345)

Securities Act (Guinness Peat Group plc) Exemption Notice 2002: revoked (after expiring on 1 November 2007), on 6 November 2008, by clause 3 of the Regulations Revocation Order 2008 (SR 2008/367).

Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this eprint.

A general outline of these changes is set out in the notes at the end of this eprint, together with other explanatory material about this eprint.

This notice is administered in the Securities Commission.

Pursuant to the Securities Act 1978, the Securities Commission gives the following notice.

1 Title

This notice is the Securities Act (Guinness Peat Group plc) Exemption Notice 2002.

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 31 October 2007.

4 Interpretation

(1)

In this notice, unless the context otherwise requires,—

Act means the Securities Act 1978

Brunel means Brunel Holdings plc, a company incorporated in England and Wales

conversion equity securities means equity securities issued on the conversion of specified convertible securities

GPG Finance means GPG Finance Ltd

Guinness means Guinness Peat Group plc, a company incorporated in England and Wales

issuer means the issuer of the specified equity securities or, if there are no specified equity securities, the issuer of the conversion equity securities

issuing group means the issuing group of the specified equity securities or, if there are no specified equity securities, the issuing group of the conversion equity securities

reconstruction means the scheme of arrangement under the United Kingdom Companies Act 1985 that involves the acquisition by Brunel of shares in Guinness and the cancellation of all other shares in Guinness, in exchange for the issue of shares in Brunel; and includes all transactions and matters that are necessary or desirable in relation to that scheme

Regulations means the Securities Regulations 1983

specified convertible securities means convertible notes issued by Guinness or GPG Finance before 31 May 2002; and includes any renewal or variation of those notes in accordance with the terms and conditions of those notes

specified equity securities means equity securities for which conversion equity securities must be exchanged or into which conversion equity securities must convert

specified securities means securities created, offered, or issued by Brunel, Guinness, or GPG Finance under the reconstruction.

(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 for specified securities

Brunel, Guinness, GPG Finance, and every person acting on behalf of all or any of them are exempted from sections 33(2), 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of specified securities.

6 Conditions for exemption in clause 5

The exemption in clause 5 is subject to the conditions that—

(a)

the offer of the specified securities to the public in New Zealand is made in compliance with—

(i)

the laws of the United Kingdom; and

(ii)

any code, rules, or other requirements relating to the offer of the specified securities in the United Kingdom; and

(b)

the document that contains the offer of specified securities to the public in New Zealand contains, or is accompanied by, prominent statements to the following effect:

(i)

that the reconstruction is to be effected in accordance with the laws of the United Kingdom; and

(ii)

that the issuers of the specified securities may not be subject to New Zealand law and contracts in respect of the securities may not be enforceable in New Zealand courts; and

(iii)

that the document is not a prospectus registered under New Zealand law and may not contain all the information that a New Zealand registered prospectus is required to contain.

7 Exemption for conversion equity securities and specified equity securities

Brunel, Guinness, GPG Finance, and every person acting on behalf of all or any of them are exempted from sections 33(2), 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of conversion equity securities and specified equity securities.

8 Conditions for exemption in clause 7

(1)

The conditions in this clause apply to conversion equity securities that are issued on the conversion of any convertible note issued by GPG Finance or specified equity securities for which those conversion equity securities must be exchanged or into which those conversion equity securities must convert.

(2)

The exemption in clause 7 is subject to the conditions that—

(a)

before allotment of the conversion equity securities or specified equity securities, and before the exercise of any right conferred by the convertible notes, a copy of the following financial statements is sent to every person who is, at the time the financial statements are sent, a registered holder of the same class of convertible note in respect of which the conversion equity securities are allotted or a right is exercised:

(i)

a copy of the most recent audited consolidated statement of financial position and audited consolidated statement of financial performance of the issuing group, that comply with the provisions of the Financial Reporting Act 1993 relating to financial statements (or, if applicable, group financial statements) and with the provisions of any other enactment to which the issuer is subject:

(ii)

if the date of allotment of the conversion equity securities or the specified equity securities, or the date of the exercise of any right conferred by the convertible notes, would be later than 9 months after the date of the statement of financial position referred to in subparagraph (i), a copy of—

(A)

an interim consolidated statement of financial position of the issuing group as at the end of, and an interim consolidated statement of financial performance of the issuing group for, a period commencing on the day after the date of the statement of financial position referred to in subparagraph (i) and ending on a date that is not later than 9 months after that date, that comply with the provisions of the Financial Reporting Act 1993 relating to financial statements (or, if applicable, group financial statements) and with the provisions of any other enactment to which the issuer is subject (except in each case that they need not be audited):

(B)

a statement containing a description of the issuing group; and

(b)

the date of allotment of the specified equity securities or, if there are no specified equity securities, the conversion equity securities, is not more than 9 months after the date of the statement of financial position or interim statement of financial position, as the case may be, referred to in paragraph (a).

Dated at Wellington this 18th day of October 2002.

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

J. Diplock,

Chairperson.

[LS]

Explanatory note

This note is not part of the notice, but is intended to indicate its general effect.

This notice, which comes into force on the day after the date of its notification in the Gazette and expires on the close of 31 October 2007, exempts Brunel Holdings plc, Guinness Peat Group plc, GPG Finance Ltd, and every person acting on behalf of all or any of them, subject to conditions, from sections 33(2), 37, 37A, 38A, and 51 to 54B of the Securities Act 1978 and the Securities Regulations 1983 (except regulation 8) in respect of certain specified securities, conversion equity securities, and specified equity securities.

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

Date of notification in Gazette: 18 October 2002.

Contents
  • 1

    General

  • 2

    About this eprint

  • 3

    List of amendments incorporated in this eprint (most recent first)

Notes
1 General

This is an eprint of the Securities Act (Guinness Peat Group plc) Exemption Notice 2002. It incorporates all the amendments to the notice as at 6 November 2008. The list of amendments at the end of these notes specifies all the amendments incorporated into this eprint since 3 September 2007. Relevant provisions of any amending enactments that contain transitional, savings, or application provisions are also included, after the Principal enactment, in chronological order.

2 About this eprint

This eprint has not been officialised. For more information about officialisation, please see "Making online legislation official" under "Status of legislation on this site" in the About section of this website.

3 List of amendments incorporated in this eprint (most recent first)

Regulations Revocation Order 2008 (SR 2008/367): clause 3

Securities Act (Guinness Peat Group plc) Exemption Notice 2002 (SR 2002/345): clause 3