This notice is the Securities Act (Canterbury Building Society) Exemption Notice 2007.

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

This notice expires on the close of 29 February 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.

CBS and every person acting on its behalf are exempted from sections 33(3) and 53 to 53F of the Act and regulation 3(3) of the Regulations in respect of the specified participatory securities.

The exemptions in clause 5 are subject to the conditions that—

• (a) the registered prospectus for the offer of the specified participatory securities contains—

  • (i) the information, statements, certificates, and other matters specified in clauses 2, 4 to 7, 16, 17, 21, 39, and 40 of Schedule 1 of the Regulations applied as if the specified participatory securities were equity securities; and

  • (ii) a description and, if practicable, quantification of all liabilities (including potential and contingent liabilities) that a subscriber for specified participatory securities will or may incur as a holder of specified participatory securities; and

• (b) the registered prospectus for the offer of the specified participatory securities contains, or is accompanied by,—

  • (i) copies of the most recent audited consolidated financial statements of CBS and of LBS that—

    • (A) comply with, and have been registered under, the Financial Reporting Act 1993; or

    • (B) in the case of interim consolidated financial statements, have been prepared to comply with the Financial Reporting Act 1993 as if they required registration under that Act; and

  • (ii) if the date of allotment of the specified participatory securities would be more than 9 months after the balance date of the financial statements of CBS referred to in subparagraph (i), a copy of the interim consolidated financial statements of CBS that comply with that subparagraph (except that they need not be audited) for a period beginning on the day after that balance date and ending on a date that is not more than 9 months later; and

  • (iii) a copy of a prospective consolidated statement of financial position for the merged society as at the date on which the merger is proposed to take effect that complies with FRS-42; and

  • (iv) copies of prospective consolidated statements of financial position, financial performance, and cash flows for 1 or more future accounting periods of the merged society that in each case are prepared as if the merger had already been effected and that comply with FRS-42; and

  • (v) a statement by the directors of CBS as to whether, after due inquiry by them in relation to the period between the balance date of the financial statements of CBS referred to in subparagraph (i) or of the interim financial statements of CBS referred to in subparagraph (ii) (as the case may be) and the designated date, there have, in their opinion, arisen any circumstances that materially adversely affect—

    • (A) the trading or profitability of CBS; or

    • (B) the value of its assets; or

    • (C) the ability of CBS to pay its liabilities due within the next 12 months; and

  • (vi) a statement by the directors of CBS that, between the balance date of the financial statements of CBS referred to in subparagraph (i) or of the interim financial statements of CBS referred to in subparagraph (ii) (as the case may be) and the designated date, there have been no material changes in the nature of the business of CBS; and

  • (vii) the information, statements, certificates, and other matters that must be sent to shareholders under section 221(3)(a) to (d), (f), and (g)of the Companies Act 1993 applied as if CBS and LBS were companies amalgamating under Part 13 of that Act; and

• (c) the date of allotment of any specified participatory securities is not more than 9 months after the balance date of the financial statements of CBS referred to in paragraph (b)(i) or of any interim financial statements of CBS referred to in paragraph (b)(ii) (as the case may be); and

• (d) it is a term of the offer of the specified participatory securities that CBS complies with the applicable requirements of the amalgamation procedure under sections 220 and 221(1), (2), and (3)(a) to (d), (f), and (g) of the Companies Act 1993 applied as if CBS and LBS were companies amalgamating under Part 13 of that Act; and

• (e) it is a term of the offer that CBS complies with sections 53 to 53F of the Act applied as if the specified participatory securities were equity securities.

The registered prospectus for the offer of the specified participatory securities does not have to contain, or be accompanied by, the financial statements of LBS referred to in clause 6(b)(i) if—

• (a) a copy of the most recent annual report of LBS has previously been sent to the members of LBS; or

• (b) a copy of the most recent financial statements of LBS has previously been sent to the members of LBS under section 97A of the Building Societies Act 1965.

CBS and every person acting on its behalf are exempted from regulation 7A(1) of the Regulations in respect of the specified participatory securities.

The exemption in clause 8 is subject to the condition that every investment statement that relates to the specified participatory securities contains all of the information, statements, and other matters specified in Schedule 3D of the Regulations that are applicable as if the specified participatory securities were equity securities (subject to the modifications referred to in clauses 10 and 11).

(1) CBS and every person acting on its behalf are exempted, in respect of the specified participatory securities, from the requirement to include in an investment statement in the list of questions referred to in clause 1(1) of Schedule 3D of the Regulations, the question “How much do I pay?”.

(2) CBS and every person acting on its behalf are exempted, in respect of the specified participatory securities, from clause 5 of Schedule 3D of the Regulations and the italicised question above that clause.

(1) The exemption in clause 10(1) is subject to the condition that, in place of the question “How much do I pay?”, the investment statement includes the question “What will this cost me?”.

(2) The exemption in clause 10(2) is subject to the condition that the investment statement contains a brief description of the terms on which the securities of LBS can be exchanged for the specified participatory securities.