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Summary of

Securities Act (Pacific Brands Limited) Exemption Notice 2004

2004/7

Gazetted on 9 February 2004
Expires on 31 December 2004

Effects of the exemption
Pacific Brands Limited may undertake pre-prospectus publicity of an offer of Pacific Brands shares in order to gauge likely support for the offer. The conditions of exemption limit the information to be included in pre-prospectus publicity and require it to make clear that people should not decide whether or not to invest in the shares until they have seen the investment statement. The publicity may refer to listing the shares on NZX, on condition that NZX has approved the wording of any such statement.

Background
The share offer by Pacific Brands is likely to be approximately A$1.5 billion. Shares are to be offered to retail investors in Australia and New Zealand, and to institutions within New Zealand and overseas. Given the size of the offer, Pacific Brands will use advance publicity to target subsequent promotion of the offer.

The exemption
Pacific Brands is exempted from:

• section 33(1) of the Securities Act 1978;
• regulation 17(2) of the Securities Regulations 1983 (to the extent that this requires the certificate required by regulation 17(1) to be in the form set out in the Fourth Schedule); and
• regulation 23 of the Securities Regulations 1983.

Conditions
The exemption from section 33(1) of the Securities Act is subject to the following conditions:

• that any pre-prospectus publicity states that the publicity does not constitute an offer of shares for immediate subscription and that a person should not decide whether to purchase shares until they have received the investment statement for the shares;
• that any pre-prospectus statement contains only all or some of the following:
• the name of Pacific Brands, a brief description of the company, and the nature of the company's business (including brands owned or managed by the company);
• a description of the shares to be offered, including a brief description of any rights or privileges that are attached to the shares;
• the total number of the shares that are intended to be offered;
• the terms of the intended offer;
• a description of the class of persons to whom the offer will be made;
• the date on which the company expects the offer will be made;
• an invitation to any person receiving the statement to register the person's interest in receiving a copy of the investment statement, with the prospectus attached, when they are available;
• a statement that pre-registration will confer a general priority for retail investors who decide to invest in shares in terms of the allocation of shares, including a guaranteed minimum allocation of shares;
• the statement that the publicity does not constitute an offer of shares for immediate subscription and that a person should not decide whether to purchase shares until they have received the investment statement for the shares;
• any statements required by United States securities laws relating to advertisements made before the prospectus is lodged with the Australian Securities and Investments Commission.

The exemption from regulation 17(2) of the Securities Regulations is subject to the condition that the certificate required under regulation 17(1) is in the form set out in the Schedule.

The exemption from regulation 23 of the Securities Regulations is subject to the condition that any statement relating to listing of the shares by NZX has been approved by NZX.

Reasons
The Commission has previously granted exemptions where it has been appropriate to allow a limited form of pre-prospectus publicity. Such publicity is considered appropriate in this case, because of the logistical difficulties of such a large offer.

The Commission has also previously granted exemptions to allow companies to make statements about listing on NZX which differ from those set out in the Regulations, as long as any such statement has been approved by NZX.