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Summary of

Securities Act (Anglo & Overseas Plc) Exemption Notice 2005

2005/143

Gazetted on 2 June 2005
Expires on 31 December 2005

Effects of the exemption
Anglo & Overseas Plc (New Anglo) will be able to offer New Anglo shares to shareholders of Anglo & Overseas Trust PLC (AOT) in the course of a proposed reconstruction of AOT without an investment statement or registered prospectus and will not be subject to the register or record keeping and certificate requirements of the Securities Act 1978.

Background
New Anglo and AOT are companies incorporated in England and Wales. AOT is listed both on the NZSX and the official list of the United Kingdom Listing Authority; its shares are traded on London Stock Exchange plc.

AOT is voluntarily winding up. As a part of the reconstruction New Anglo will offer ordinary shares to existing shareholders of AOT. The reconstruction is subject to shareholder approval.

The Exemption
New Anglo is exempted from 37, 37A, 38A, and 51 to 54B of the Act and the Regulations except regulation 8, subject to conditions.

Conditions
The exemptions are subject to the following conditions:

• New Anglo can offer its shares only to existing shareholders of AOT;
• shares offered must be of a class traded on the London Stock Exchange or application must have been made for them to be admitted for trading on the London Stock Exchange;
• the offer made to New Zealanders must comply with English law and any rules and codes governing the offer in England and Wales; and
• the offer is be made to New Zealanders as consideration for the extinction of any rights of AOT shareholders to a distribution in the liquidation of AOT under the reconstruction.

Reasons
The Securities Commission considers it appropriate to grant the exemption because:

• the offer of securities by New Anglo falls outside the terms of the Securities Act (Overseas Companies) Exemption Notice 2002 (the overseas companies notice) because the securities are to be offered, not in part consideration for the cancellation of any securities, but in exchange for the extinction of shareholders' rights to a distribution in the liquidation of AOT; and
• nonetheless, the exemptions are consistent with the policy of the overseas companies notice, which permits the use of overseas offer documents by an overseas listed company making an offer to members of the public in New Zealand who already hold shares in another overseas listed company if the consideration for the offer is the exchange or cancellation of the securities already held; and
• the exemptions allow existing shareholders in AOT in New Zealand to participate in the reconstruction of that company, and to elect whether to receive cash and/or shares in New Anglo.