Statement of reasons

This notice, which comes into force on the day after its notification in the Gazette, amends the Securities Act (GH-Midas Fund Limited) Exemption Notice 2006 (the principal notice).

The principal notice exempts GH-Midas Fund Limited, subject to conditions, from clause 1(4) of Schedule 1 of the Securities Regulations 1983 in relation to an offer of its preference shares.

The Securities Commission granted the principal notice because, due to the nature of the offer, the price of the shares is unable to be determined at the time they are offered. Among other things, the conditions of the exemption require that investors receive (in a registered prospectus relating to the offer of the shares) certain relevant information about the pricing mechanism for the shares. In addition, the Commission noted the shares being offered are equity securities in form, but the investment appears closer in substance to a managed fund than an ordinary offer of equity securities.

This amendment notice removes the reference in the principal notice to a specific prospectus dated on or about 1 November 2006.

The Securities Commission considers that it is appropriate to make the amendment because—

• •the reasons for the principal notice still exist; and

• •as the fund intends to remain open continuously, it needs to be able to register new prospectuses in reliance on the principal notice. The amendment means that the fund will not need to continually reapply for exemptions.