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Summary of

Securities Act (Kingfish Limited) Exemption Notice 2004

2004/26

Gazetted on 26 February 2004
Expires on 31 December 2004

Effects of the exemption
Kingfish Limited is not required to include a prospective statement of cash flows in the prospectus for its share offer.

Background
Kingfish Limited, or its wholly owned subsidiaries KFL Holdings Limited and KFL Nursery Limited, will invest in equity securities of small companies listed on the NZSX or NZAX, and may also invest in some unlisted New Zealand companies. Fisher Funds Management Limited, which will initially be the sole shareholder of Kingfish, will manage the investment portfolio.

The exemption
Kingfish Limited is exempted from clause 10(1)(c) of the First Schedule of the Securities Regulations 1983.

Conditions
The exemption is subject to the condition that the shares are listed, or approved for listing, by NZX, or Kingfish has applied to NZX for listing and has complied with NZX requirements for the listing application, at the time the shares are offered.

A further condition is that the prospectus must contain a statement of Kingfish's reasons for not providing the prospective statement of cash flows, and an acknowledgment that the investment is high risk.

Reasons
Kingfish is an investment company, whose business is closer to that of a unit trust investing in market instruments than a traditional company. Because the company has not yet determined the precise make-up of its investment portfolio, prospective financial information would be highly speculative, and may be of little relevance to investors.

Under the conditions of the exemption, potential investors will be informed that prospective financial information is not included and why. Their attention will also be drawn to the high risk nature of the investment.

Potential investors will not be entirely without information about the plans and prospects of Kingfish. The directors must still give a general description of their plans under clause 10(1)(a) of the First Schedule of the Securities Regulations 1983.

The exemption is consistent with previous exemptions in similar situations.