Pursuant to the Securities Act 1978, the Securities Commission gives the following notice (to which is appended a statement of reasons of the Securities Commission).

1 Title

2 Commencement

3 Expiry

4 Interpretation

5 Exemption from clause 10(1)(c) of Schedule 1 of Regulations

6 Conditions of exemption in clause 5

Schedule
Investment companies

Notice

1 Title

This notice is the Securities Act (Pohutukawa Private Equity II Limited) Exemption Notice 2008.

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 December 2009.

4 Interpretation

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

Act means the Securities Act 1978

issuers means each of Pohutukawa Private Equity II Limited and the investment companies listed in the Schedule

Regulations means the Securities Regulations 1983
specified security means a stapled security offered to the public by the issuers comprising—
- (a) 1 ordinary voting share, and 100 non-voting redeemable preference shares, in Pohutukawa Private Equity II Limited; and
- (b) 1 non-voting preference share in each of the investment companies listed in the Schedule.
(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 from clause 10(1)(c) of Schedule 1 of Regulations

The issuers and every person acting on behalf of any or all of them are exempted from clause 10(1)(c) of Schedule 1 of the Regulations in respect of the specified securities.

6 Conditions of exemption in clause 5

The exemption in clause 5 is subject to the conditions that—
- (a) the registered prospectus relating to the offer of the specified securities contains, in the place where the prospective statement of cash flows required by clause 10(1)(c) of Schedule 1 of the Regulations would otherwise be set out,—
  - (i) a prominent statement to the effect that investors should regard investment in the issuers as high risk; and
  - (ii) a prominent statement to the effect that the directors of the issuers believe that they are unable to provide a meaningful prospective statement of cash flows and a prominent statement of the directors' reasons for forming that view; and
- (b) the investment statement relating to the offer of the specified securities contains at the front of the “What returns will I get?” section a prominent statement to the effect that the directors of the issuers believe that they are unable to reliably predict future returns, and that investors should rely on their own judgement or on independent advice as to the likely level of returns.

cl 4

Pohutukawa Alpha Limited

Pohutukawa Alpha-Pi Limited

Pohutukawa Beta Limited

Pohutukawa Chi Limited

Pohutukawa Delta Limited

Pohutukawa Epsilon Limited

Pohutukawa Eta Limited

Pohutukawa Gamma Limited

Pohutukawa Iota Limited

Pohutukawa Kappa Limited

Pohutukawa Lambda Limited

Pohutukawa Mu Limited

Pohutukawa Nu Limited

Pohutukawa Omega Limited

Pohutukawa Omicron Limited

Pohutukawa Phi Limited

Pohutukawa Pi Limited

Pohutukawa Psi Limited

Pohutukawa Rho Limited

Pohutukawa Sigma Limited

Pohutukawa Tau Limited

Pohutukawa Theta Limited

Pohutukawa Upsilon Limited

Pohutukawa Xi Limited

Pohutukawa Zeta Limited

Dated at Wellington this 18th day of November 2008.

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

[Seal]

J Diplock,
Chairperson.

Statement of reasons

This notice, which comes into force on the day after its notification in the Gazette and expires on 31 December 2009, exempts Pohutukawa Private Equity II Limited and 25 associated special purpose investment companies from clause 10(1)(c) of Schedule 1 of the Securities Regulations 1983, which is a requirement that a registered prospectus must provide a prospective statement of cash flows.

The Securities Commission considers that the exemption is appropriate for the following reasons:

the issuers are investment companies, and their business is more akin to that of a managed fund investing in market instruments than a traditional company. The issuers have not yet determined the precise make-up of their investment portfolio. For this reason, the provision of prospective financial information by the issuers would be highly speculative and may be of little relevance to potential investors:
the condition that the prospectus contains a statement of the issuers' reasons for not providing the prospective statement of cash flows, and an acknowledgment that the investment is high risk, requires that potential investors are informed that certain information is not included and why, and that their attention is drawn to the nature of the investment:
the directors of the issuers must still give a general description of their plans under clause 10(1)(a) of Schedule 1 of the Securities Regulations 1983:
the exemption is consistent with earlier exemptions granted by the Commission and reflects current Commission policy.

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

Date of notification in Gazette: 20 November 2008.

1General
2Status of reprints
3How reprints are prepared
4Changes made under section 17C of the Acts and Regulations Publication Act 1989
5List of amendments incorporated in this reprint (most recent first)

Notes

1 General

This is a reprint of the Securities Act (Pohutukawa Private Equity II Limited) Exemption Notice 2008. The reprint incorporates all the amendments to the notice as at 1 January 2010, as specified in the list of amendments at the end of these notes.

Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.

2 Status of reprints

Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared

A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989

Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:
- •omission of unnecessary referential words (such as “of this section” and “of this Act”)
- •typeface and type size (Times Roman, generally in 11.5 point)
- •layout of provisions, including:
  - •indentation
  - •position of section headings (eg, the number and heading now appear above the section)
- •format of definitions (eg, the defined term now appears in bold type, without quotation marks)
- •format of dates (eg, a date formerly expressed as “the 1st day of January 1999” is now expressed as “1 January 1999”)
- •position of the date of assent (it now appears on the front page of each Act)
- •punctuation (eg, colons are not used after definitions)
- •Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly
- •case and appearance of letters and words, including:
  - •format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)
  - •small capital letters in section and subsection references are now capital letters
- •schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly
- •running heads (the information that appears at the top of each page)
- •format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)

Securities Act (Pohutukawa Private Equity II Limited) Exemption Notice 2008 (SR 2008/434): clause 3

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Securities Act (Pohutukawa Private Equity II Limited) Exemption Notice 2008