Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698836889502.pdf (New Zealand)
Reprint as at 17 July 2008 Securities Act (The Standard Life Assurance Company) Exemption Notice 2006 (SR 2006/108) 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 Conditions Page 2 2 2 2 3 3 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 (The Standard Life Assurance Company) Exemption Notice 2006 is administered by the Securities Commission.

1 cl 1 Securities Act (The Standard Life Assurance Company) Exemption Notice 2006 Reprinted as at 17 July 2008 1 2 3 4 (1) Notice Title This notice is the Securities Act (The Standard Life Assurance Company) Exemption Notice 2006.
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 31 March 2011.
Interpretation In this notice, unless the context otherwise requires,— Act means the Securities Act 1978 Regulations means the Securities Regulations 1983 scheme— (a) means an insurance business transfer scheme under Part VII of the Financial Services and Markets Act 2000 (UK); and includes all ancillary and associated insurance business transfer schemes; and includes all transactions and matters that are necessary or desirable in relation to the schemes referred to in paragraphs (a) and (b) (b) (c) speciﬁed securities means securities issued by Standard Life under a scheme Standard Life means The Standard Life Assurance Company and Standard Life Plc, both of which are companies incorpor­ ated in the United Kingdom, or a subsidiary of either of those companies.
(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.

2 Reprinted as at 17 July 2008 Securities Act (The Standard Life Assurance Company) Exemption Notice 2006 cl 6 5 6 (1) (2) Exemptions Standard Life and every person acting on its behalf are ex­ empted from sections 33(2), 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of speciﬁed securities.
(b) Conditions The exemptions in clause 5 are subject to the condition that the offer of the speciﬁed securities in New Zealand complies with— (a) the law of England and Wales, or the law of Scotland, or both (as the case may be); and any applicable code, rules, or other requirements of the law of England and Wales, or the law of Scotland.
The exemptions in clause 5 are subject to the condition that the document for the offer of the speciﬁed securities in New Zealand contains, or is accompanied by, prominent statements to the following effect: (a) that the transfer of speciﬁed securities under the scheme will be made— (i) (ii) as a consequence of or in connection with an in­ surance business transfer scheme under Part VII of the Financial Services and Markets Act 2000 (UK); and in accordance with the law of England and Wales, or the law of Scotland, or both (as the case may be) or in accordance with the laws of the jurisdic­ tion in which the securities that are the subject of the scheme were issued; and (b) (c) that the issuer of the speciﬁed securities may not be sub­ ject to New Zealand law, and contracts for the speci­ ﬁed securities may not be enforceable in New Zealand courts; and that the document is not a prospectus registered under New Zealand law and may not contain all the infor­ mation that a New Zealand registered prospectus is re­ quired to contain.
3 Securities Act (The Standard Life Assurance Company) Exemption Notice 2006 Reprinted as at 17 July 2008 Dated at Wellington this 12th day of April 2006.

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 31 March 2011, applies to securities offered to persons by Standard Life Assurance Company and associated companies (Standard Life) in New Zealand in con­ nection with a scheme under Part VII of the Financial Services and Markets Act 2000 (UK).

That Act permits reconstruction of insur­ ance companies based in the United Kingdom.
Standard Life is exempted, subject to conditions, from sections 33(2), 37, 37A, 38A, and 51 to 54B of the Securities Act 1978 and the Securities Regulations 1983 (except regulation 8).
The Commission considers it appropriate to grant the exemption for the following reasons: • because Standard Life is complying with a statutory disclosure regime under United Kingdom law, insistence on additional disclosure under New Zealand law is likely to result in du­ plication, and may result in New Zealand policyholders being denied the opportunity to participate in the decision about de­ mutualisation and transfer of its business: the conditions of exemption require the offer of securities to comply with the laws of the United Kingdom and warn in­ vestors that the document for the offer may not be subject to New Zealand law, and contracts for the securities offered may • 4 Reprinted as at 17 July 2008 Securities Act (The Standard Life Assurance Company) Exemption Notice 2006 not be enforceable in New Zealand courts, and that the docu­ ment is not a prospectus under New Zealand law and may not contain all the information that a New Zealand registered prospectus is required to contain.
Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notiﬁcation in Gazette: 13 April 2006.


5 Notes Securities Act (The Standard Life Assurance Company) Exemption Notice 2006 Reprinted as at 17 July 2008 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) General This is a reprint of the Securities Act (The Standard Life Assur­ ance Company) Exemption Notice 2006.
The reprint incorp­ orates all the amendments to the Securities Act (The Standard Life Assurance Company) Exemption Notice 2006 as at 17 July 2008, 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 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 5 Notes 1 2 3 6 Reprinted as at 17 July 2008 Securities Act (The Standard Life Assurance Company) Exemption Notice 2006 Notes 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 le­ gislation 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”) 7 • • • • Notes Securities Act (The Standard Life Assurance Company) Exemption Notice 2006 Reprinted as at 17 July 2008 • • • • • • • 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 cross­references 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 cross­references are changed accord­ ingly running heads (the information that appears at the top of each page) format of two­column 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) Wellington, New Zealand: Published under the authority of the New Zealand Government—2008 5 12 8