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Summary of

Securities Act (Opus International Consultants Limited) Exemption Amendment Notice 2004

2004/78

Gazetted on 26 March 2004

Effects of the exemption
Opus International Consultants Limited is able to continue to offer shares under its employee share purchase plan using a short form, "evergreen" prospectus. An investment statement is still required. The company is also able to disclose variable terms of offer to selected employees using individualised offer documents.

Background
Opus is not able to rely on the class exemption notice contained in the Securities Act (Employee Share Purchase Schemes) Exemption Notice 2002, as it does not meet the Commission's current policy requirements to be named as a specified unlisted company in the notice. The policy requirements are intended to ensure negotiability and liquidity in the shares.

Opus was granted an individual exemption in the Securities Act (Opus International Consultants Limited) Exemption Notice 2002 (principal notice), which is due to expire on 31 March 2004.

The exemption
The expiry date of the principal notice is extended from 31 March 2004 to 31 March 2009.

The definition of "employee share plan" in the principal notice is amended to include the actual registration date of the prospectus.

Conditions
The conditions in the principal notice are unchanged.

Reasons
The Securities Commission considers that it is appropriate to renew the exemption. Opus International Consultants Limited does not meet the Commission's current policy requirements to be named as a specified unlisted company in the relevant class notice. However, in this case, an individual exemption notice is consistent with the Commission's policy because -

• there are conditions of the exemptions that are intended to ensure that the level and nature of the disclosure, and the entry and exit arrangements for employee participants, are appropriate to the particular employee share purchase plan;
• the exemptions recognise that the circumstances of employee share scheme offers differ from many other offers because they involve an ongoing scheme for the distribution of shares;
• the exemptions further recognise that the people eligible to purchase the shares have a relationship with the issuer and are not investing on an entirely arm's length basis; and
• the exemptions help to minimise compliance costs to issuers offering these schemes on a continuous basis.