This notice is the Securities Act (Onesource Holdings N.Z. Limited and Leasing Solutions Holdings Limited) Exemption Notice 2006.

This notice comes into force on the day after the date of its notification in the Gazette.

This notice expires on the close of 30 August 2008.

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

(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.

Leasing and Onesource, any of their subsidiaries, a trustee of those companies' employee share purchase scheme, and any person acting on their behalf, are exempted from the following provisions in respect of specified equity securities:

• (a) section 37A(1)(c) of the Act; and

• (b) clauses 1(3) and (4), 4 to 20, 22 to 38, and 40 to 42 of Schedule 1 of the Regulations.

The exemptions in clause 5 are subject to the condition that the specified equity securities are allotted only to the following persons:

• (a) persons who are eligible persons at the time of allotment of the equity securities:

• (b) in the case of equity securities that are allotted on the exercise of rights or options to acquire shares, persons who are eligible persons at the time of allotment of those rights or options.

The exemptions in clause 5 are subject to the condition that, before a person referred to in clause 6 subscribes for specified equity securities, each of Leasing and Onesource provide that person with the following information in relation to itself:

• (a) a copy of the most recent audited consolidated financial statements of the company's issuing group that comply with the Financial Reporting Act 1993; and

• (b) if the specified equity securities are offered more than 9 months after the date of the most recent audited consolidated financial statements of the company's issuing group, a copy of interim financial statements for the most recently completed financial half-year of the company's issuing group that complies with FRS-24 or NZ IAS 34; and

• (c) the most recent annual report of the company, which includes or is accompanied by a statement setting out the following matters:

  • (i) particulars of entries in the interests register concerning directors of the company made during the accounting period to which the report relates; and

  • (ii) the date of, names of the parties to, and general nature of any material contract (excluding a contract entered into in the ordinary course of business) entered into by a member of the. company's issuing group at any time in the 2 years preceding a date not more than 20 working days before the date of circulation of the annual report; and

  • (iii) a brief description of any legal proceedings or arbitrations concerning the company's issuing group that are pending at a date not more than 20 working days before the date of circulation of the annual report and that might have a material adverse effect on the company's issuing group; and

  • (iv) a statement by 2 directors of the company as to whether, after inquiry by them in relation to the period between the date of the latest statement of financial position attached to, or contained in, the annual report and a date not more than 20 working days before the date of circulation of the annual report, there have, in their opinion, arisen any circumstances that materially adversely affect the company's issuing group's—

    • (A) trading or profitability; or

    • (B) asset value; or

    • (C) ability to pay liabilities due within the next 12 months.

The exemptions in clause 5 are subject to the condition that the investment statement relating to the specified equity securities must contain a description of the arrangements under which persons who hold specified equity securities can sell those securities (before and after they cease to be eligible persons).

The exemptions in clause 5 are subject to the condition that the investment statement relating to the specified equity securities contains—

• (a) a brief description of the terms of the employee share purchase scheme; and

• (b) a statement of the place or places where the terms of the employee share purchase scheme are available free of charge to a person who is able to acquire securities under the scheme.

The exemptions in clause 5 are subject to the condition that either—

• (a) there is an established market for the specified equity securities; or

• (b) Leasing and Onesource each offer to repurchase the specified equity securities issued by itself under the Companies Act 1993 from eligible persons when they cease to be eligible persons (as long as at that time the company repurchasing the specified equity securities satisfies the solvency test set out in section 4 of the Companies Act 1993).

(1) The exemptions in clause 5 are subject to the condition that—

• (a) the number of specified equity securities allotted by Leasing and Onesource respectively in any 12-month period is capped at 5% of the ordinary shares of the company; and

• (b) the total number of specified equity securities in Leasing or Onesource held by persons referred to in clause 6 is capped at 15% of the ordinary shares of the company.

(2) Calculations of the number of specified equity securities for the purposes of subclause (1) must exclude the specified equity securities of the company allotted to or held by or on behalf of directors of the company and any other person who—

• (a) is, at the commencement of any year, a wealthy or experienced person under section 5 of the Act; or

• (b) would not be regarded as a member of the public under the Act.

The exemptions in clause 5 from clause 1(3) and (4) of Schedule 1 of the Regulations are subject to the further condition that the registered prospectus states—

• (a) the cap on the specified equity securities that can be allotted under the employee share purchase scheme; and

• (b) the formula or method by which the price or consideration for the specified equity securities will be determined.

The exemptions in clause 5 are subject to the following condition that, at any time that specified equity securities are offered or allotted in reliance on this notice,—

• (a) the principal business activity of Leasing and its subsidiaries is providing financing for sales by Onesource and its subsidiaries; and

• (b) the majority of each of the boards of Leasing and Onesource are the same persons; and

• (c) each shareholder in each of Leasing and Onesource on commencement of this notice must hold beneficially not less than 70% of the shares in each of the companies that that person held on commencement of this notice.