This notice is the Securities Act (Wool Equities Limited) Exemption Notice 2011.

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 September 2011.

(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.

The issuer and every person acting on its behalf are exempted from section 37A(1)(b) and (c) of the Act in respect of the allotment of new shares to eligible growers as part of the subsequent distribution.

The exemption in clause 5 is subject to the condition that—

• (a) the issuer sends to each eligible grower a notice that satisfies the requirements set out in clause 7; and

• (b) the notice has attached to it, or is accompanied by, a supplementary statement that satisfies the requirements set out in clause 8.

The notice referred to in clause 6(a) must set out all of the following:

• (a) the eligible grower's entitlement to new shares:

• (b) the price at which the new shares will be issued under the subsequent distribution:

• (c) the number of new shares to be issued to the eligible grower:

• (d) the date on which the new shares will be issued to the eligible grower:

• (e) the eligible grower's right to cancel some or all of the new shares allotted to the eligible grower and instead receive the corresponding proportion of the eligible grower's redeemable preference share entitlement in cash:

• (f) the requirement for an eligible grower who wishes to exercise the right described in paragraph (e) to notify the issuer of that fact by the date specified in the notice (which must be a date that is not less than 3 weeks from the date on which the notice is sent).

(1) The supplementary statement referred to in clause 6(b) must include all of the following, set out in a succinct manner:

• (a) a statement to the effect that the purpose of the supplementary statement is to assist the eligible grower to decide whether to elect to cancel some or all of the new shares to be allotted to the eligible grower and instead receive the corresponding proportion of the eligible grower's redeemable preference share entitlement in cash (rather than retaining those new shares when allotted):

• (b) a description of the issuer's current business activities, assets, financial position, and future plans:

• (c) a statement by the issuer that the supplementary statement is not known by the issuer, or any director of the issuer, to be false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances:

• (d) a statement to the effect that copies of the following documents are available on the issuer's Internet site and will be sent to an eligible grower, free of charge, on request:

  • (i) the issuer's annual report and audited financial statements for the year ending on 30 June 2010:

  • (ii) the issuer's half-year report and unaudited financial statements for the 6 months ending on 31 December 2010.

(2) The supplementary statement must, subject to subclause (3), be accompanied by copies of all of the following documents:

• (a) the issuer's annual report and audited financial statements for the year ending on 30 June 2010:

• (b) the issuer's half-year report and unaudited financial statements for the 6 months ending on 31 December 2010:

• (c) announcements made by the issuer to NZX Limited after 30 June 2010.

(3) However, if the supplementary statement is to be sent to an eligible grower who was a shareholder of the issuer at the time that a document described in subclause (2) was sent to the issuer's shareholders, the statement need not be accompanied by a copy of that document.

(4) If, in the opinion of the issuer, there are any other documents that are relevant to the decision referred to in subclause (1)(a),—

• (a) the supplementary statement must include a list of the documents; and

• (b) the supplementary statement must either—

  • (i) include, or be accompanied by, the documents; or

  • (ii) clearly indicate where the documents may be viewed and how they may be accessed.

(5) The supplementary statement must be made available to the public on the issuer's Internet site at all reasonable times.

The exemption in clause 5 is subject to the following further conditions:

• (a) no new shares may be allotted if, at the time of allotment, the prospectus, taken together with the supplementary statement referred to in clause 6(b), is known by the issuer, or any director of the issuer, to be false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances, whenever those adverse circumstances occurred:

• (b) the issuer allots the new shares to all the eligible growers in accordance with the elections of those eligible growers under the initial offer:

• (c) immediately after allotting new shares as described in paragraph (b), the issuer cancels the requested proportion of the new shares allotted to each eligible grower who, by the date specified in the notice referred to in clause 6(a), notified the issuer that the eligible grower wished to exercise the right described in clause 7(e) (to cancel some or all of the new shares and instead receive the corresponding proportion of the redeemable preference share entitlement in cash):

• (d) immediately after cancelling the requested proportion of the new shares as described in paragraph (c), the issuer pays, in cash, to each eligible grower whose new shares have been cancelled, the corresponding proportion of the eligible grower's redeemable preference share entitlement.