Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698829827334.pdf (New Zealand)
Reprint as at 9 March 2007 Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 (SR 2007/64) 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 Exemptions from sections 37 and 37A of Act for conversion of notes into units at option of holder Conditions of exemptions in clause 5 Exemption from section 37A(1)(c) of Act for conversion of notes into units at option of Centro Manager Conditions of exemption in clause 7 Exemption from regulation 3(2) of Regulations Page 2 2 2 2 3 3 4 5 6 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.

The Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 is administered by the Securities Commission.

1 cl 1 Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 Reprinted as at 9 March 2007 10 Condition of exemption in clause 9 6 1 2 3 Notice Title This notice is the Securities Act (Centro MCS Manager Limited) Exemption Notice 2007.
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 29 February 2012.
4 (1) Interpretation In this notice, unless the context otherwise requires,— Act means the Securities Act 1978 Centro Manager means Centro MCS Manager Limited, a company incorporated under the laws of Australia Centro Trust means the Centro MCS 38 (New Zealand) Trust, a managed investment scheme that is registered with the Australian Securities and Investments Commission under section 601EB of the Corporations Act 2001 of the Common- wealth of Australia Centro unit means a unit in Centro Trust convertible note means an unsecured convertible note that— is to be issued by Centro Manager and stapled to a Cen- (a) tro unit; and is convertible into Centro units, on the terms and con- ditions set out in the relevant trust deed Regulations means the Securities Regulations 1983.
(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.
(b) 2 Reprinted as at 9 March 2007 Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 cl 6 5 6 Exemptions from sections 37 and 37A of Act for conversion of notes into units at option of holder Centro Manager and every person acting on its behalf are ex- empted from sections 37 and 37A of the Act in respect of the conversion of convertible notes into Centro units at the option of the holder in accordance with the relevant trust deed.
(b) Conditions of exemptions in clause 5 The exemptions in clause 5 are subject to the conditions that— the convertible notes were issued under an investment (a) statement that related to both the convertible notes and the Centro units; and the convertible notes were allotted under a registered prospectus that contained particulars of all material matters relating to the offer of Centro units to be allot- ted on conversion of the convertible notes; and the holder of the convertible notes has received— (i) (c) an annual report of Centro Trust in respect of each year before the conversion; and a half yearly report, including the current value of Centro units, in respect of each half year before the conversion; and (ii) (d) before allotment of any Centro units on conversion of the convertible notes at the option of the holder, the fol- lowing documents have been sent to every person who was, at the time the documents were sent, a registered holder of convertible notes in respect of which Centro units are allotted: (i) all material information in relation to a conver- sion decision; and a prominent statement of any material adverse circumstances which would make the original prospectus or investment statement false or mis- leading in a material particular by reason of fail- ing to refer, or give proper emphasis, to those cir- cumstances (whether or not the investment state- ment or registered prospectus became so false or misleading as a result of a change of circum- (ii) 3 cl 7 Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 Reprinted as at 9 March 2007 (iii) (iv) stances occurring after the date of the investment statement or registered prospectus); and a copy of Centro Trust’s most recent audited fi- nancial statements that comply with the Financial Reporting Act 1993 and with the provisions of any other relevant laws to which Centro Trust is subject; and if the date of allotment of Centro units on conver- sion of the convertible notes would be later than 9 months after the date of the financial
 statements referred to in subparagraph (iii), a copy of— (A) interim financial statements, for the period beginning on the day after the date of the financial statements referred to in subpara- graph (iii) and ending on a date that is not later than 9 months after that date, that comply with the provisions of the Financial Reporting Act 1993 relating to financial statements and with the provi- sions of any other relevant laws to which Centro Trust is subject (except that they need not be audited); and a statement containing a description of Centro Trust as at the time of conversion; and (B) (e) the date of allotment of the units on conversion of the convertible notes is not more than 9 months after the date of the financial statements or interim financial statements referred to in paragraph (d).
Exemption from section 37A(1)(c) of Act for conversion of notes into units at option of Centro Manager Centro Manager and every person acting on its behalf are ex- empted from section 37A(1)(c) of the Act in respect of any Centro units that are, or are to be, allotted under the terms of the convertible notes at the option of Centro Manager in ac- cordance with the relevant trust deed.
7 4 Reprinted as at 9 March 2007 Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 cl 8 8 Conditions of exemption in clause 7 The exemption in clause 7 is subject to the conditions that— the convertible notes were allotted under a registered (a) prospectus that contained particulars of all material matters relating to the offer of the Centro units to be allotted on conversion of the convertible notes; and before the allotment of Centro units on conversion of the convertible notes at the option of Centro Manager, the following documents have been sent to every per- son who was, at the time the documents were sent, a registered holder of the same class of convertible notes in respect of which Centro units are allotted: (i) (b) (ii) a copy of Centro Trust’s most recent audited fi- nancial statements that comply with the Financial Reporting Act 1993 and with the provisions of any other relevant laws to which Centro Trust is subject; and if the date of allotment of the Centro units on con- version of the convertible notes would be later than 9 months after the date of the financial state- ments referred to in subparagraph (i), a copy of— interim financial statements, for the period (A) beginning on the day after the date of the financial statements referred to in sub- paragraph (i) and ending on a date that is not later than 9 months after that date, that comply with the provisions of the Financial Reporting Act 1993 relating to financial statements and with the provi- sions of any other relevant laws to which Centro Trust is subject (except that they need not be audited); and a statement containing a description of Centro Trust as at the time of conversion; and (B) (c) the date of allotment of the Centro units on conversion of the convertible notes is not more than 9 months after the date of the financial statements or interim financial statements referred to in paragraph (b).
5 cl 9 9 10 Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 Reprinted as at 9 March 2007 Exemption from regulation 3(2) of Regulations Centro Manager and every person acting on its behalf are ex- empted from regulation 3(2) of the Regulations in respect of convertible notes.
Condition of exemption in clause 9 The exemption in clause 9 is subject to the condition that the registered prospectus for the convertible notes complies with regulation 3(2) of the Regulations as if Centro Trust were the issuer, and the directors of Centro Manager were the directors of the issuer, of the convertible notes.

Dated at Wellington this 6th day of March 2007.

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 and expires on 29 February 2012, exempts Centro MCS Manager Limited (Centro Manager), subject to condi- tions, from certain provisions of the Securities Act 1978 (the Act) and from regulation 3(2) of the Securities Regulations 1983 (the Regula- tions).
The exemptions relate to the offer and allotment of certain se- curities relating to Centro MCS 38 (New Zealand) Trust (the Trust), 6 Reprinted as at 9 March 2007 Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 Statement of reasons an Australian registered managed scheme.

The securities are to be offered in New Zealand, but not in Australia.
The exemptions are— • from sections 37 and 37A of the Act, in respect of units in the Trust that are allotted on the conversion of convertible notes at the option of the holder.

The effect is that a new prospectus or investment statement will not be needed for these conversions: from section 37A(1)(c) of the Act, in respect of units in the Trust that are allotted on the conversion of convertible notes at the option of Centro Manager.
The effect is that a prospectus or investment statement will be needed for these conversions, but that the life of the original prospectus is extended: from regulation 3(2) of the Regulations.

The effect is that the prospectus will have to contain information about the Trust, instead of about Centro Manager.
The Commission considers that it is appropriate to grant the exemp- tions for the following reasons: • the unsecured notes can only be converted by the holders of those notes in limited circumstances and only immediately prior to the termination of the Trust.

Given this, the infor- mation that holders will require in relation to their redemption decision is more limited than that which would normally be provided in a registered prospectus and investment statement.
As such, the cost of providing holders of the unsecured notes with a registered prospectus and investment statement in re- lation to their conversion decision outweighs the benefit that they would derive from that information: the conditions require that, before making any redemption de- cision, holders of the unsecured notes must be provided with all material information in relation to the conversion of the un- secured notes into units in the Trust, updated financial infor- mation, and a prominent statement of any material adverse cir- cumstances which would make the original investment state- ment false or misleading.
This information will allow in- vestors to make an informed redemption decision: the exemption from disclosure on conversion is consistent with other Commission exemptions granted in respect of convertible securities and requires all material matters that • • • • 7 Statement of reasons Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 Reprinted as at 9 March 2007 • must be disclosed to be disclosed at the time of the offer of the unsecured notes: as manager of an Australian unit trust, Centro Manager is the issuer, under New Zealand law, of debt securities issued by the Trust.
This means Centro Manager would need to provide full borrowing group financial statements in a prospectus.

How- ever, investors in those securities have recall only against the assets of the Trust, not all the assets of Centro Manager (which also manages other trusts).

This means that investors will get a better idea of their potential investment from financial state- ments of the Trust rather than those of Centro Manager.

Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette: 8 March 2007.

8 Reprinted as at 9 March 2007 Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 Notes Contents 1 2 3 4 General Status of reprints How reprints are prepared Changes made under section 17C of the Acts and Regulations Publication Act 1989 List of amendments incorporated in this reprint (most recent first) 5 Notes 1 2 3 General This is a reprint of the Securities Act (Centro MCS Manager Limited) Exemption Notice 2007.
The reprint incorporates all the amendments to the Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 as at 9 March 2007, as spe- cified 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 enact- ment, in chronological order.
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 prin- cipal enactment and its amendments are contained.

How reprints are prepared A number of editorial conventions are followed in the prep- aration of reprints.

For example, the enacting words are not included in Acts, and provisions that are repealed or revoked 9 Notes Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 Reprinted as at 9 March 2007 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.
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 legisla- tion 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 au- thority 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”) • • • • 4 10 Reprinted as at 9 March 2007 Securities Act (Centro MCS Manager Limited) Exemption Notice 2007 Notes • • • • • • • 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 cap- ital 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 ref- erences are now capital letters • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accord- ingly 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 chrono- logical).
List of amendments incorporated in this reprint (most recent first) 5 12 Wellington, New Zealand: Published under the authority of the New Zealand Government—2008 11