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Summary of

Securities Act (Zespri Group Limited) Exemption Notice 2000

SR 2000/204

Gazetted on 12 October 2000

Expires on 30 June 2001

Zespri Group Limited (the company) is exempted, subject to conditions, from section 33(1) of the Act and regulation 17 of the Regulations in respect of certain statements made by or on behalf of the company to the effect that it intends to make an offer of shares.

Context

The company is required under clause 4.4 of its constitution to make an offer of ordinary shares to kiwifruit producers who have established new plantings of kiwifruit vines within a certain period. The number of shares to be offered to each producer will be calculated according to the area of vines planted. The company wishes to make pre-prospectus statements to determine who it is required to offer shares to and the number of shares it will offer to those persons.

The exemption

The company is exempted subject to conditions from the investment statement, authorised advertisement and registered prospectus requirements in respect of pre-prospectus statements for its offer of shares.

Conditions

The conditions of the exemption are:

• that the pre-prospectus statements contain, or are accompanied by, a prominent statement that the pre-prospectus statements are not an offer of shares for subscription and that a person should not decide whether to buy shares until they have received the investment statement.

• that the pre-prospectus statements contain only all or any of the following:
  • the name of the company;
  • a description of the shares intended to be offered including a brief description of any rights or privileges to attached to them;
  • a statement of the total number of shares to be offered;
  • the terms of the offer;
  • a description of the class of persons to whom the offer will be made;
  • the date the company expects the offer to be made;
  • any statement or information needed to enable the company to determine those to whom it is required to make an offer of shares, and the number of shares to be offered to them, under the company's constitution;
  • the interest (if any) that may be earned by holding the shares; and
  • how the company intends to use the subscriptions.

Effects of the exemption

The exemption enables the company to make certain pre-prospectus statements to ascertain the identity of eligible offerees and the number of shares to be offered to those persons. The pre-prospectus statements that may be made by the company are limited to the information set out under the conditions of exemption.

Reasons

The Commission has granted a number of exemptions from the disclosure obligations of the Act for pre-prospectus publicity. These include exemptions for Contact Energy, Telstra (No. 2), WestpacTrust and Tower Corporation which enabled those companies to test market interest in their proposed offers.

The Commission decided to apply this policy to Zespri Group Limited to enable the company to comply with its obligations under its constitution.