This notice is the Securities Act (Co-operative Companies) Exemption Notice 2002.

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 November 2012.

Clause 3: amended, on 21 September 2007, by clause 3 of the Securities Act (Extension of Term, Amendment, and Revocation of Certain Exemptions) Exemption Notice 2007 (SR 2007/277).

(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 meaning given to it by the Act or the Regulations.

(1) A co-operative company and every person acting on its behalf are exempted from—

• (a) section 37A(1)(a) of the Act in respect of equity securities; and

• (b) section 37A(1)(c) of the Act in respect of equity securities and debt securities; and

• (c) [Revoked]

• (d) section 54 of the Act in respect of equity securities and debt securities; and

• (e) clauses 4 to 9, 11 to 20, 22 to 38, and 40 to 42 of Schedule 1 of the Regulations in respect of equity securities; and

• (f) clauses 5 to 11, 15 to 32, and 34 to 36 of Schedule 2 of the Regulations in respect of debt securities.

(2) However,—

• (a) the exemption from clause 40 of Schedule 1 of the Regulations does not apply to a first offer to the public of a class of equity securities of the co-operative company; and

• (b) the exemption from clause 34 of Schedule 2 of the Regulations does not apply to a first offer to the public of a class of debt securities of the co-operative company.

The exemptions in clause 5 are subject to the condition that the securities are allotted only to persons who are, or after allotment will be, transacting shareholders of the co-operative company.

(1) The exemption in clause 5(1)(a) is subject to the further conditions that—

• (a) an investment statement is sent to every person who requests it within 5 working days of receipt of the request by the co-operative company; and

• (b) an investment statement is sent to every person who applies to become a transacting shareholder (or, in the case of a co-operative company registered under Part 3 of the Co-operative Companies Act 1996, applies to supply dairy produce to the co-operative company) within 5 working days of receipt of the application; and

• (c) the investment statement is available on a website operated by the co-operative company (if any); and

• (d) the investment statement contains a reasonably prominent statement that every applicant for securities who did not receive an investment statement before applying for the securities may, within 10 working days of the date on which the investment statement is sent to the applicant, withdraw their application by written notice to the co-operative company.

(2) However, the conditions in subclause (1) do not apply to the issue of shares having a nominal value if the shares are, in accordance with the constitution of the co-operative company, issued to a transacting shareholder who already holds shares in the company having a nominal value.

(1) The exemptions in clause 5(1)(b), (e), and (f) are subject to the further condition that every copy of the investment statement that is sent or made available more than 9 months after the date of the most recent statement of financial position of the co-operative company registered under the Financial Reporting Act 1993 has attached to it (or contained in it) a statement—

• (a) that is dated 9 months after the date of that statement of financial position; and

• (b) that is signed by each of the directors of the co-operative company (or his or her agent who has been authorised in writing).

(2) The statement must contain the following matters:

• (a) particulars of any material matters relating to the offer of securities other than—

  • (i) matters set out elsewhere in the investment statement, registered prospectus, or most recent financial statements; and

  • (ii) contracts entered into in the ordinary course of business; and

• (b) a statement as to whether, after due inquiry by them in relation to the period between the date of the most recent statement of financial position and the date of the directors’ statement referred to in this clause, there have, in their opinion, arisen any circumstances that materially adversely affect—

  • (i) the trading or profitability of the co-operative company or the group; or

  • (ii) the value of the assets of the co-operative company or group; or

  • (iii) the ability of the co-operative company or group to pay its liabilities due within the next 12 months.

The exemption in clause 5(1)(b) is subject to the further condition that a copy of the most recent audited financial statements or group financial statements of the co-operative company, being financial statements that comply with the Financial Reporting Act 1993, is attached to, or contained in, every copy of the registered prospectus sent to a person under section 54B of the Act.

(1) The exemption in clause 5(1)(d) is subject to the further condition that the co-operative company sends to each transacting shareholder annually, and at any time on request, a written statement that sets out—

• (a) the class or classes of securities held by that shareholder; and

• (b) the number of securities in each class held by that shareholder.

(2) However, this condition does not require a co-operative company to send an annual statement to a transacting shareholder if the total number of securities in each class held by the shareholder has not changed since the most recent of the following dates:

• (a) the date on which this notice comes into force:

• (b) the date on which a written statement was sent to the shareholder under this clause:

• (c) the date on which a certificate was sent to the shareholder under section 54 of the Act.