Securities Act (BBI Networks (New Zealand) Limited) Exemption Amendment Notice 2009: expired, on 1 July 2009, pursuant to clause 3 of the Securities Act (BBI Networks (New Zealand) Limited) Exemption Notice 2009 (SR 2009/91).

Note

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

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

This notice is administered by the Securities Commission.

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 Principal notice amended

4 Interpretation

5 New clauses 7 and 8 added

7 Exemptions from sections 37, 37A, and 51 to 54 of Act

8 Conditions of exemptions in clause 7

Notice

1 Title

This notice is the Securities Act (BBI Networks (New Zealand) Limited) Exemption Amendment Notice 2009.

2 Commencement

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

3 Principal notice amended

This notice amends the Securities Act (BBI Networks (New Zealand) Limited) Exemption Notice 2009.

4 Interpretation

Clause 4(1) is amended by inserting the following definitions in their appropriate alphabetical order:
“BBI financial statements means the following statements that comply with the requirements of the law in force in Australia that applies to BBI:

“(a) the consolidated statement of financial position of BBI as at 30 June 2008:

“(b) the consolidated statement of financial performance of BBI for the 12 months ended on 30 June 2008:

“(c) the consolidated statement of changes in equity of BBI for the 12 months ended on 30 June 2008:

“(d) the consolidated statement of cash flows of BBI for the 12 months ended on 30 June 2008
“BBINNZ financial statements means the following statements prepared in accordance with generally accepted accounting practice:

“(a) the consolidated statement of financial position of BBINNZ as at 30 June 2008:

“(b) the consolidated statement of financial performance of BBINNZ for the 12 months ended on 30 June 2008:

“(c) the consolidated statement of changes in equity of BBINNZ for the 12 months ended on 30 June 2008:

“(d) the consolidated statement of cash flows of BBINNZ for the 12 months ended on 30 June 2008
“new stapled securities means stapled securities allotted on 17 May 2009 or on the next working day after that day in accordance with the terms of issue of the bonds pursuant to requests for conversion from bond holders received by BBINNZ on or before 26 March 2009

“NZDX means the securities market operated by NZX Limited under that name

“NZSX means the securities market operated by NZX Limited under that name”.

5 New clauses 7 and 8 added

The following clauses are added:
“7 Exemptions from sections 37, 37A, and 51 to 54 of Act

BBINNZ, BBIL, BBIS, and every person acting on behalf of any or all of them are exempted from sections 37, 37A, and 51 to 54 of the Act in respect of new stapled securities.
“8 Conditions of exemptions in clause 7

The exemptions in clause 7 are subject to the conditions that—

“(a) BBINNZ is, whether directly or indirectly, a wholly-owned subsidiary of BBIL at the time when the new stapled securities are allotted; and

“(b) BBI is listed by NZX Limited as an overseas listed issuer (as defined in the NZSX and NZDX Listing Rules) at the time when the new stapled securities are allotted; and

“(c) the bonds that are converted into the new stapled securities are quoted on the NZDX for the period that they are current; and

“(d) the prospectus contains—

“(i) the BBI financial statements and an auditor's report on those statements; and

“(ii) the BBI interim financial statements; and

“(iii) the BBINNZ financial statements and an auditor's report on those statements; and

“(iv) the BBINNZ interim financial statements; and

“(v) a statement by the directors of BBINNZ that, in their opinion, neither the prospectus nor the notice of meeting (including any explanatory memorandum sent with the notice of meeting) is misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances; and

“(e) the statement referred to in paragraph (d)(v) is made on the basis that the prospectus, notice of meeting, and any explanatory memorandum are sent to bond holders for the purpose of enabling them to decide whether to cancel requests for conversion (as well as for the purpose of voting on the variations); and

“(f) bond holders have the right (details of which are contained in a notice sent by BBINNZ on 27 April 2009) to cancel requests for conversion received by BBINNZ on or before 26 March 2009 by giving notice in writing to BBINNZ before 5 pm on 8 May 2009.”

Dated at Wellington this 7th day of May 2009.

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 the date of its notification in the Gazette, amends the Securities Act (BBI Networks (New Zealand) Limited) Exemption Notice 2009.

This notice exempts BBI Networks (New Zealand) Limited (BBINNZ) and various other parties, subject to conditions, from sections 37, 37A, and 51 to 54 of the Securities Act 1978 (the Act) in relation to the allotment on 17 May 2009 (or the next working day after that day) of securities resulting from the conversion of subordinated prime adjusting reset convertible securities issued by BBINNZ (bonds) pursuant to requests for conversion received from bond holders on or before 26 March 2009.

Bond holders currently have a right to convert on 17 May 2009 up to 50% of their bonds into Babcock & Brown Infrastructure stapled securities, which comprise shares in Babcock & Brown Infrastructure Limited and units in the Babcock & Brown Infrastructure Trust. BBINNZ is proposing to vary the terms of issue of the bonds to defer this current right to convert for 12 months from 17 May 2009 to 17 May 2010. BBINNZ has sent a notice of meeting and an explanatory memorandum to bond holders setting out the proposed variations, which require approval by an extraordinary resolution of bond holders, and has also registered a short-form prospectus in respect of the variations.

The Securities Commission considers that it is appropriate to grant the exemptions from sections 37 and 37A of the Act for the following reasons:

the exemptions are in the best interests of bond holders. The exemptions will enable the allotment of stapled securities to take place on conversion of the bonds on 17 May 2009. Bond holders are entitled to have the allotment occur if the proposed variations are not approved:

the conditions of exemption require bond holders to be provided with relevant financial information to assist them to make an investment decision. The directors of BBINNZ are required to state that the prospectus containing the financial information is not misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances that have occurred since the issue of the bonds:

the conditions of exemption also require bond holders who made conversion decisions before this relevant financial information was provided to be given the opportunity to cancel requests for conversion.

The Securities Commission considers that it is appropriate to grant the exemptions from sections 51 to 54 of the Act, which concern the keeping of registers and accounting records and the sending of certificates to security holders, in recognition of the equivalent requirements under Australian law.

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

Date of notification in Gazette: 8 May 2009.

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 (BBI Networks (New Zealand) Limited) Exemption Amendment Notice 2009. The reprint incorporates all the amendments to the notice as at 1 July 2009, 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/legislation/reprints.shtml or Part 8 of the Tables of 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 (BBI Networks (New Zealand) Limited) Exemption Notice 2009 (SR 2009/91): clause 3

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