Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698829673019.pdf (New Zealand)
2011/113 Securities Act (Pyne Gould Corporation Limited and Building Society Holdings Limited) Exemption Notice 2011 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).
Contents Title Commencement Expiry Interpretation Exemption from section 37A(1)(a) of Act Condition of exemption in clause 5 Exemption from regulation 18(1)(a) of Regulations Condition of exemption in clause 7 Exemption from regulation 18(1)(a) of Regulations Conditions of exemption in clause 9 Exemption from clause 25(c) of Schedule 1 of Regulations Condition of exemption in clause 11 Exemption from clause 25(c) of Schedule 1 and clause 19(c) of Schedule 2 of Regulations Condition of exemptions in clause 13 Exemption from regulation 26 of Regulations Conditions of exemption in clause 15 Page 2 2 2 2 3 3 4 4 4 5 5 5 6 6 6 7 1 Securities Act (Pyne Gould Corporation Limited and Building Society Holdings Limited) Exemption Notice 2011 2011/113 Notice Title This notice is the Securities Act (Pyne Gould Corporation Limited and Building Society Holdings Limited) Exemption Notice 2011.
Commencement This notice comes into force on the day after the date of its notification in the Gazette.

Expiry This notice expires on the close of 30 April 2016.
Interpretation In this notice, unless the context otherwise requires,— Act means the Securities Act 1978 agreement means the Management Agreement between MARAC Finance Limited and Real Estate Credit Limited dated 5 January 2011 approval meeting means the meeting of PGC’s shareholders that is to be held to consider and vote on whether to approve the scheme of arrangement BSHL means Building Society Holdings Limited BSHL group means BSHL and each of its subsidiaries distribution means the transfer by PGC of part or all of the equity securities held by the PGC group in BSHL to PGC’s shareholders in consideration for the cancellation of some of the shares that they hold in PGC in accordance with the scheme of arrangement excluded provisions means the information in the columns headed Account No., Client, and Security Held in Schedule 1 of the agreement PGC means Pyne Gould Corporation Limited PGC group means PGC and each of its subsidiaries cl 1 1 2 3 4 (1) 2 2011/113 Securities Act (Pyne Gould Corporation Limited and Building Society Holdings Limited) Exemption Notice 2011 cl 6 pro forma statement of financial position means the con- densed unaudited pro forma statement of financial position of the PGC group as at 31 December 2010 that— (a) comprises a balance sheet that contains the line items required in a summary balance sheet prepared in the format required by FRS-43; and is based on the unaudited consolidated interim state- ment of financial position of the PGC group as at 31 De- cember 2010; and is prepared as if the distribution had been effected as at 31 December 2010 (b) (c) Regulations means the Securities Regulations 2009 scheme of arrangement means the scheme of arrangement approved by the High Court for the distribution specified offer means an offer by PGC or BSHL of equity securities in BSHL to PGC’s shareholders in accordance with the scheme of arrangement.
(2) Any term or expression that is defined in the Act or the Regu- lations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

5 6 Exemption from section 37A(1)(a) of Act PGC, BSHL, and every person acting on behalf of either or both of them are exempted from section 37A(1)(a) of the Act in respect of the distribution.
Condition of exemption in clause 5 The exemption in clause 5 is subject to the condition that PGC or BSHL must send a copy of the investment statement for the specified offer— (a) to each PGC shareholder, at the mailing or other ad- dress recorded in PGC’s share register, whose name is recorded in PGC’s share register at the record date for receiving a notice of meeting for the approval meeting; and to a person free of charge if— (b) 3 cl 7 Securities Act (Pyne Gould Corporation Limited and Building Society Holdings Limited) Exemption Notice 2011 2011/113 (i) (ii) that person’s name is recorded in PGC’s share register after the record date for receiving a notice of meeting for the approval meeting; and that person requests the investment statement be- fore the distribution.
Exemption from regulation 18(1)(a) of Regulations PGC, BSHL, and every person acting on behalf of either or both of them are exempted from regulation 18(1)(a) of the Regulations in respect of the specified offer in so far as that regulation requires the prospectus for the specified offer that is delivered to the Registrar for registration to have attached to it or be accompanied by a copy of the agreement.
Condition of exemption in clause 7 The exemption in clause 7 is subject to the condition that the prospectus must— (a) have attached to it or be accompanied by a copy of the agreement without the excluded provisions; and state that the excluded provisions have been excluded from the copy of the agreement delivered to the Regis- trar; and state why the excluded provisions have been excluded; and contain a statement of the general nature of the excluded provisions; and contain a prominent statement to the effect that the dir- ectors of PGC and BSHL warrant that the exclusion of the excluded provisions from the agreement does not make the prospectus misleading in any material particu- lar by a failure to refer, or give proper emphasis, to any adverse circumstances.
(b) (c) (d) (e) Exemption from regulation 18(1)(a) of Regulations The PGC group, the BSHL group, and every person acting on behalf of any member of the PGC group or the BSHL group are exempted from regulation 18(1)(a) of the Regulations in respect of any offer of securities in so far as that regulation requires a prospectus delivered to the Registrar for registration 7 8 9 4 2011/113 Securities Act (Pyne Gould Corporation Limited and Building Society Holdings Limited) Exemption Notice 2011 cl 12 for an offer of securities by any member of the PGC group or the BSHL group to have attached to it or be accompanied by a copy of the agreement.
10 11 12 Conditions of exemption in clause 9 The exemption in clause 9 is subject to the conditions that— a copy of the agreement without the excluded provi- (a) sions must have already been registered by, or filed with, the Registrar; and the prospectus must— (i) (b) (ii) (iii) (iv) state that the excluded provisions have been ex- cluded from the copy of the agreement delivered to the Registrar; and state why the excluded provisions have been ex- cluded; and contain a statement of the general nature of the excluded provisions; and contain a prominent statement to the effect that the directors of the issuer of the securities to which the prospectus relates warrant that the exclusion of the excluded provisions from the agreement does not make the prospectus mis- leading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances.
Exemption from clause 25(c) of Schedule 1 of Regulations PGC, BSHL, and every person acting on behalf of either or both of them are exempted from clause 25(c) of Schedule 1 of the Regulations in respect of the specified offer in so far as that clause applies to the agreement.
Condition of exemption in clause 11 The exemption in clause 11 is subject to the condition that the prospectus for the specified offer that is delivered to the Registrar for registration must state— (a) that a copy of the agreement without the excluded pro- visions may be inspected during the currency of the 5 cl 13 Securities Act (Pyne Gould Corporation Limited and Building Society Holdings Limited) Exemption Notice 2011 2011/113 prospectus on request and without any fee by any per- son; and the times and places in New Zealand where that copy may be inspected.
(b) Exemption from clause 25(c) of Schedule 1 and clause 19(c) of Schedule 2 of Regulations The PGC group, the BSHL group, and every person acting on behalf of any member of the PGC group or the BSHL group are exempted from clause 25(c) of Schedule 1 and clause 19(c) of Schedule 2 of the Regulations in respect of an offer of se- curities by any member of the PGC group or the BSHL group in so far as either or both of those clauses apply to the agree- ment.
Condition of exemptions in clause 13 The exemptions in clause 13 are subject to the condition that a prospectus that is delivered to the Registrar for registration for an offer of securities by any member of the PGC group or the BSHL group must state— (a) that a copy of the agreement without the excluded pro- visions may be inspected during the currency of the prospectus on request and without any fee by any per- son; and the times and places in New Zealand where that copy may be inspected.
(b) Exemption from regulation 26 of Regulations PGC, BSHL, and every person acting on behalf of either or both of them are exempted from regulation 26 of the Regula- tions with respect to advertisements relating to the specified offer in so far as that regulation applies to the disclosure of— financial information contained in the pro forma state- (a) ment of financial position; or any information required to be included in an advertise- ment in compliance with this exemption from regula- tion 26.
(b) 13 14 15 6 2011/113 Securities Act (Pyne Gould Corporation Limited and Building Society Holdings Limited) Exemption Notice 2011 cl 16 16 (1) Conditions of exemption in clause 15 The exemption in clause 15 is subject to the conditions that— an advertisement that includes the pro forma statement (a) of financial position must— (i) (B) (C) include an explanation to the effect that the pro forma statement— (A) is not a statement of the assets of the PGC group or the issuing group; and has not been audited; and has been prepared in accordance with New Zealand generally accepted accounting practice as it applies to financial state- ments; and has been prepared as if the distribution had been effected as at 31 December 2010; and include the unaudited consolidated interim state- ment of financial position for the PGC group as at 31 December 2010; and refer to this exemption notice and include a state- ment to the effect that more information on the exemptions in this notice is set out in the prospec- tus for the specified offer; and (D) (ii) (iii) (b) an advertisement must not— (i) state the amount of the total assets set out in the pro forma statement of financial position without also stating with equal prominence the amount of the total liabilities set out in the pro forma statement of financial position; or state the amount of the net assets, or state the amounts of the total assets and total liabilities in accordance with subparagraph (i), set out in the pro forma statement of financial position except as provided in subclause (2).
(2) An advertisement may state the amounts referred to in sub- (ii) clause (1)(b)(ii) if— (a) the amounts shown appear in the pro forma statement of financial position; and the advertisement states that the amounts have been taken from the pro forma statement of financial position, (b) 7 cl 16 (3) (4) Securities Act (Pyne Gould Corporation Limited and Building Society Holdings Limited) Exemption Notice 2011 2011/113 states the date of the pro forma statement of financial position, and states that the amounts have been calcu- lated as at that date.
Subclause (1)(b) does not prevent an advertisement from con- taining or referring to the pro forma statement of financial pos- ition.
The exemption in clause 15 is subject to the further condition that an auditor’s report to be contained in or to accompany the prospectus for the specified offer must contain a statement in the following form: “In our opinion, the pro forma statement of financial position on page [insert page references to the pro forma statement of financial position] of the [insert name given to the document that comprises the investment statement], so far as the account- ing policies and calculations are concerned, has been properly compiled based upon the unaudited consolidated statement of financial position for the PGC group as at 31 December 2010 adjusted for the assumptions made by the issuer set out on page [insert page references to the notes to the pro forma statement of financial position] of the [insert name given to the document that comprises the investment statement], and is presented on a basis consistent with the accounting policies normally adopted by the PGC group.” Dated at Wellington this 21st day of April 2011.
The Common Seal of the Securities Commission was affixed in the presence of: [Seal] 8 2011/113 Securities Act (Pyne Gould Corporation Limited and Building Society Holdings Limited) Exemption Notice 2011 Statement of reasons D W Mayhew, Member.

Statement of reasons This notice comes into force on the day after its notification in the Gazette and expires on 30 April 2016.
Under a court-approved scheme of arrangement, Pyne Gould Cor- poration Limited (PGC) will transfer part or all of the equity secur- ities held by the PGC group in Building Society Holdings Limited (BSHL) to PGC’s shareholders in return for the cancellation of some of the shares in PGC held by the shareholders (the distribution).

This notice contains 3 sets of exemptions that apply to this.
First, this notice exempts PGC and BSHL and every person acting on their behalf, subject to 2 conditions, from section 37A(1)(a) of the Securities Act 1978 in respect of the distribution.
The Securities Commission (the Commission) considers that it is ap- propriate to grant the exemption because the exemption and condi- tions recognise that while it is a key requirement of the Securities Act 1978 that investors receive information prior to subscription, PGC and BSHL have no way to verify that an investment statement has been received by an offeree because there is no application form that needs to be returned to approve the distribution.
Instead, sharehold- ers are entitled to attend and vote at a special meeting to approve the distribution.

Further, because PGC shares are transferable, the shareholders in PGC may change leading up to the record date for the distribution.

Recognising these practical issues, the conditions to the exemption require that information be provided to investors by requiring that an investment statement be sent to all PGC sharehold- ers with the notice of meeting for the special meeting and on request.
Secondly, this notice exempts PGC and BSHL, their subsidiaries, and every person acting on their behalf from regulation 18(1)(a), clause 25(c) of Schedule 1, and clause 19(c) of Schedule 2 of the Securities Regulations 2009, subject to conditions, in respect of a material con- tract.

The exemptions entitle the PGC group and the BSHL group to exclude some commercially sensitive information from the copy of a material contract that is attached to a registered prospectus.
The 9 Statement of reasons Securities Act (Pyne Gould Corporation Limited and Building Society Holdings Limited) Exemption Notice 2011 2011/113 • • contract is a Management Agreement between MARAC Finance Limited and Real Estate Credit Limited and the excluded informa- tion is personal information relating to third parties.
The Commission considers that it is appropriate to grant the exemp- tions relating to this material contract because— • the exemptions meet the criteria stated in the Commission’s Exemption Policy Note for Applications to Exclude Com- mercially Sensitive Information from Material Contracts (the Exemption Policy Note can be viewed on the Commission’s Internet site at http://www.sec-com.govt.nz/exemptions/ex- emption-policy.shtml); and the detriment to the commercial interests of PGC, BSHL, MARAC Finance Limited, Real Estate Credit Limited, and the borrowers named in the material contract by the disclosure of the excluded provisions would outweigh any benefit to prospective investors from their disclosure; and directors of PGC and BSHL will warrant that the non-disclos- ure of the excluded provisions does not make the registered prospectus misleading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances; and the prospectus for the distribution will state that information has been excluded from the agreement in question, the reasons why that information has been excluded, and the general na- ture of the material information that has been excluded.
Finally, this notice exempts PGC and BSHL from regulation 26 of the Securities Regulations 2009, subject to conditions, so that PGC and BSHL may include, and refer to information contained in, a pro forma statement of financial position in any advertisement for the distribution.

The Commission considers that it is appropriate to grant the exemp- tion to regulation 26 because— • the distribution will have a significant impact on the financial position of PGC.
The exemption from regulation 26 of the Se- curities Regulations 2009 allows information about the finan- cial impact of the distribution to be included in the advertise- ments; and • 10 2011/113 Securities Act (Pyne Gould Corporation Limited and Building Society Holdings Limited) Exemption Notice 2011 Statement of reasons • the pro forma statement provides PGC shareholders with in- formation comparing the financial position of the PGC group in the interim statement of financial position as at 31 Decem- ber 2010 with the financial position of the PGC group if the distribution is approved.
This will provide investors with use- ful information about the effect of the distribution.

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

Date of notification in Gazette: 28 April 2011.

This notice is administered by the Securities Commission.

12 Wellington, New Zealand: Published under the authority of the New Zealand Government—2011 11