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Summary of

Securities Act (AMP Multiplex Management Limited) Exemption Notice 2005

2005/11

Gazetted on 10 February 2005
Expires on 28 February 2010

Effects of the exemption
AMP Multiplex Management Limited ("AMP Multiplex") is able to offer units in a unit trust to existing unit holders under a unit purchase plan, without a prospectus or investment statement. However, the company is required to provide investors with an offer document for the units.

Bare trustees, trustee corporations and nominee companies are able to accept units on behalf of more than one beneficial owner.

Background
AMP Multiplex is a joint venture company owned by AMP Capital Investors (New Zealand) Limited and the Australian-listed Multiplex Property Group.

AMP Multiplex is seeking an exemption to facilitate its offer of units in a unit trust to existing unit holders.

The exemption
AMP Multiplex is exempt from sections 37 and 37A of the Securities Act 1978 and from the Securities Regulations 1983 (except regulation 8), in respect of units in the AMP NZ Office Trust that are issued to existing unit holders and are listed on NZX.

The units must be issued under a unit purchase plan that meets the following requirements:

• the offer must be open to all investors holding that class of units, except any investor outside New Zealand who is excluded to avoid a risk of breaching the laws in that jurisdiction;
• the offer must be made to all eligible unit holders on the same terms and conditions;
• the right to purchase the units must not be renounceable;
• the units issued under the plan to unit holders of the same class must enjoy the same rights as each other and as the units that qualify the holder to subscribe under the plan;
• the subscription price must be less than the average market price of the units for a period stated in the plan that falls within the 30-day period immediately before the offer date or issue date;
• the subscription price must be fixed before allotment;
• the subscription price must be disclosed before allotment; and
• no unit holder can purchase more than $5,000 of the shares in any 12-month period.

However, in the case of a custodian that -

• is a trustee corporation or a nominee company and holds the units on behalf of another person in the ordinary course of business of that corporation or company; or
• holds the units only as a bare trustee of a trust to which the units are subject,
• the custodian may be issued units worth more than $5,000 in any 12-month period if -
• the custodian certifies the following in writing to AMP Multiplex:
  • that the custodian holds units of the same class as those in the plan on behalf of beneficial owners;
  • the number of those beneficial owners;
  • how many units the custodian wants to accept on behalf of each beneficial owner;
  • that the custodian undertakes not to accept units worth more than $5,000 on behalf of any single beneficial owner in any 12-month period; and
• AMP Multiplex is reasonably satisfied that no single beneficial owner is issued with units worth more than $5,000 in any 12-month period.

Conditions
The exemptions are subject to the following conditions:

• before subscribing, shareholders must have received a document that:
  • is signed by the directors of AMP Multiplex;
  • contains the unit offer;
  • describes how the subscription price is fixed;
  • states the subscription price, if this was fixed before the document is sent to the person;
  • states when the subscription price was, or will be, fixed;
  • describes when and how payment for the units is to be made;
  • describes the relationship between the subscription price and the market price of the units;
  • warns that the market price may change before the units are allotted, and describes the effect this would have on the price or value of the units being offered;
  • states that a subscriber may obtain the most recent annual report and financial statements of the trust from AMP Multiplex free of charge;
• AMP Multiplex must send a statement to NZX, for release to market participants, that -
  • specifies the subscription price;
  • is signed by the directors of AMP Multiplex; and
  • certifies that when the subscription price was fixed, AMP Multiplex had no information not publicly available that would, or would be likely to, have a material effect on the realisable price of the units if the information were publicly available.
  If the offer document includes the subscription price, the above statement must be sent to NZX as soon as possible after the offer document is sent out. Otherwise, the statement must be sent to NZX as soon as possible after the subscription price is fixed.
• AMP Multiplex must not allot the units if, when the subscription price was fixed, the company had information not publicly available that would, or would be likely to, have a material effect on the realisable price of the units if the information were publicly known.

Reasons
The exemptions allow AMP Multiplex to undertake limited fund-raising from existing unit holders in the AMP NZ Office Trust. The exemptions will reduce compliance costs for AMP Multiplex and the offer will allow the unit holders to purchase units at a discounted price.

The exemptions are limited in the amount that can be raised from a unit holder in any year, so that any significant fundraising will require full offer documents. The exemptions allow custodians to accept, on behalf of beneficial owners, units the total price of which is more than the maximum amount otherwise permitted under the exemptions. In this case, the conditions of the exemptions require certification by a custodian that no beneficial owner of units will receive more than the individual limit permitted under the exemptions.

The conditions of the exemptions require that investors receive certain important information about the offer. As offers under the exemptions can be made only to existing unit holders, and as AMP Multiplex as manager of the AMP NZ Office Trust is subject to the continuous disclosure requirements of the Securities Markets Act 1988 and the NZX Listing Rules, investors will have access to key relevant information on which to base their investment decision.