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

Summary of

Securities Act (Mission Energy Pacific Holdings) Exemption Notice 2001

SR 2001/127

Gazetted on 31 May 2001
Expires on 31 May 2006

Mission Contact Finance Limited and Mission Energy Pacific Holdings are exempted, subject to conditions, from clauses of the First Schedule of the Securities Regulations 1983 that may require the disclosure of certain information about Contact Energy Limited (Contact) in the registered prospectus of Mission Contact Finance Limited for an offer for fixed rate redeemable preference shares made to the public.

Context
The offer of fixed rate redeemable preference shares by Mission Contact Finance Limited is made to finance or refinance the purchase by Mission Energy Pacific Holdings of shares in Contact. The transaction is structured in a way that makes it possible that, under the Securities Act 1978, Mission Energy Pacific Holdings may be viewed as being an issuer of the shares (along with Mission Contact Finance) because it is, arguably, a person "on whose behalf" the money paid in consideration of the allotment of the fixed rate redeemable preference shares was received. As a result Mission Energy Pacific Holdings may need to disclose information about Contact in the registered prospectus for the shares.

Conditions
The exemption is subject to the conditions that

• it is a term of the offer that within five days of a request from a person to whom the offer is made Mission Contact Finance Limited will send to that person
  • the most recent audited financial statements in Contact's 2000 annual report; and
  • Contact's interim financial statements as at 31 March 2001.

• the registered prospectus and the investment statement for the offer each state that Mission Contact Finance Limited will provide the above financial information within five days of receiving a request for it.

Effects of the exemption
Mission Contact Finance Limited and Mission Energy Pacific Holdings may omit information about Contact from the prospectus for an offer for fixed rate redeemable preference shares in Mission Contact Finance Limited made to the public. This is on condition that Contact's financial statements in the 2000 annual report and the interim financial statements as at 31 March 2001 are sent to offerees within five days of a request.

Reasons
There are restrictions on the nature of the information which Mission Energy Pacific Holdings and Mission Contact Finance Limited can obtain from Contact for the purposes of the offer.

The offer is being made without any assistance or cooperation from Contact. Contact has no interest in the outcome or success of the offer as the securities that will be issued are not securities of Contact and the funds raised under the offer will not be available to Contact.

Information about Contact can be derived from publicly available information issued or prepared by Contact, however Mission Energy Pacific Holdings and Mission Contact Finance Limited cannot verify that the information was, when prepared, accurate, complete, up-to-date and not misleading. They also cannot verify that this information is accurate, complete, up-to-date and not misleading at the time of the offer.

It is desirable that Mission Contact Finance Limited is not prevented from offering securities to the public because it is unable to obtain the required financial and other information in relation to Contact if that information would, otherwise, need to be disclosed in the registered prospectus.