• About
• Publications
• Exemptions
• Notices
• What's new?
• International
• Speeches
• Information for investors
• Contact us
• Site map
• Home

Summary of

SECURITIES ACT (WESTPACTRUST INVESTMENTS LIMITED - NZ CLASS SHARES) EXEMPTION NOTICE 1999

1999/254

Gazetted on 30 July 1999

Westpac Banking Corporation and WestpacTrust Investments Limited are exempted from section 33 (1) of the Act in respect of any statement made by or on behalf of them:

• to the effect that WestpacTrust Investments Limited intends to make an offer of equity securities,
• that is made to or for the purposes of a general meeting of Westpac Banking Corporation.

Westpac Banking Corporation and WestpacTrust Investments Limited are also exempted from section 33 (1) of the Act and regulation 17 of the Regulations in respect of any statement made by either of them to the effect that WestpacTrust Investments Limited intends to make an offer of equity securities containing information other than allowed for in the limited statement provisions in section 3(6) of the Act

This notice expires on 30 June 2000.

Conditions

The exemptions from section 33(1) and regulation 17 are subject to the following conditions:

• that the statement contains, or is accompanied by, a prominent statement that the statement is not an offer of securities for immediate subscription and that people should not decide whether to purchase the securities until they have received the investment statement;

• that the only other information contained in the statement is some or all of the following:
  - the name of Westpac Banking Corporation or WestpacTrust Investments Limited, a brief description of them, and the nature of their businesses;
  - a description of the specified equity securities, including a brief description of any rights or privileges that are, or are to be, attached to them;
  - a statement of the total number of the specified equity securities that are intended to be offered;
  - the terms of the intended offer and, if the information is included in the statements permitted under the exemption, the reasons for the offer;
  - a description of the class of persons to whom it is intended the offer will be made;
  - the date on which WestpacTrust Investments Limited expects to make the offer;
  - a statement, that the information is being provided for the purposes of market research to obtain information about individual investors' and advisers' attitudes, levels of interest, awareness, and understanding about a proposed offer of the specified equity securities to the public; and
  - an invitation to any person receiving the statement to register their interest in receiving a copy of the investment statement and the registered prospectus when they are available.

Effects of the exemption

WestpacTrust Investments Limited is to offer securities designated as NZ Class Shares. These are to be listed on the New Zealand Stock Exchange. The issuers expect that NZ Class Shares will, in relation to issue price and dividends, track the shares in Westpac Banking Corporation listed on the Australian Stock Exchange.

Westpac is able to conduct a pre-offer registration of interest programme in relation to the offer of NZ Class Shares before it issues an investment statement and registered prospectus.

The exemption also allows for Westpac Banking Corporation to distribute necessary information for the purposes of the meeting of holders of Westpac ordinary shares called to approve the issue of NZ Class Shares by Westpac Trust Investments Limited.

The two companies are also exempted from the regulation 17 requirement for directors' certificates in relation to advertisements distributed for the purposes of the programme and the meeting.

The prospectus and investment statement will be available at the time offers of the securities are made.

Reasons

The principal considerations taken into account by the Commission in deciding to grant the exemption were:

• Offers of this size generally require considerable logistical support. This includes planning for the printing and distribution of sufficient numbers of investment statements, handling of public enquiries, communicating with applicants, processing applications and the allocation of shares by the share registry.

• The exemption should not enable Westpac or WestpacTrust Investments Limited to market the offer before the prospectus and investment statement are available. Conversely, securities law should not prevent the offer from being managed efficiently in the interests of the market as a whole.

• The conditions of exemption limited the information that could be included in the pre-prospectus communications.

• This exemption was consistent with the exemption granted in the case of the Contact Energy float. Similar exemptions had also been granted for offers in Australia, for example, for the Telstra and New South Wales TAB offerings.

Concerning the exemption relating to the distribution of the Notice of Meeting the Commission considered:

• The exemption was consistent with the policy of the exception in section 3(7)(a) of the Act.
• The Notice of Meeting described the proposed transaction insofar as it may impact on Westpac Banking Corporation rather than the issuer and was not intended to be, in effect, a pre-prospectus promotion of the offer.
• As at the date of the offer, the issuer would be a wholly-owned subsidiary of Westpac.