• About
• Publications
• Exemptions
• Notices
• What's new?
• International
• Speeches
• Information for investors
• Contact us
• Site map
• Home

Summary of

Securities Act (Endace Limited) Exemption Notice 2005

2005/217

Gazetted on 26 July 2005
Expires on 30 July 2010

Effects of the exemption
Endace Limited (Endace) can offer participation in its employee share purchase scheme to its New Zealand employees using an investment statement and an evergreen short form prospectus.

Background
Endace, a New Zealand incorporated company, is listed on the AIM Market of the London Stock Exchange. It is not listed on the NZX. Endace cannot rely on the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 because that notice does not apply to New Zealand issuers.

The exemption
Endace Limited is exempted, subject to conditions, from Section 37A (1) (c) of the Securities Act 1978, Regulation 23 and clauses 4 to 20, 22 to 38 and 40 to 42 of Schedule 1 of the Securities Regulations 1983.

Conditions
The exemption is subject to the following conditions:

• Endace's shares remain admitted to trading on the AIM Market;
• Endace's shares are only allotted to

  (a)

  eligible persons, i.e. employees, directors and other persons who provide services principally to it or its subsidiaries; or

  (b)

  in the case of shares allotted on the exercise of rights or options to persons who were eligible persons when the rights or options were allotted;

• the registered prospectus sent to investors includes or is accompanied by the most recent audited consolidated statements that comply with the Financial Reporting Act 1993; and
• the prospectus and investment statement state that Endace's shares are admitted to trading on the AIM Market and that statement is made in a form that complies with any AIM Market requirements and the laws of the United Kingdom.

• Endace, a New Zealand incorporated company, cannot take advantage of the Commission's class exemption for New Zealand listed issuers in offering its employee share purchase scheme to employees in New Zealand because it is not listed on the NZX. Endace is admitted to the AIM Market of the London Stock Exchange plc. The Commission considers that Endace should be able to take advantage of the same exemptions available to NZX listed issuers because Endace is subject to appropriate ongoing disclosure obligations by virtue of its AIM Market admission, and an available market and liquidity exists for employees to be able to price and sell their shares.
• The statements usually required under regulation 23 of the Regulations regarding listing of securities on a registered exchange's market cannot properly be made by Endace. A condition of the exemptions requires Endace to make an alternative statement regarding its admission to the AIM Market.
• Endace's employee share purchase scheme is a share option scheme and the exemptions enable Endace to allot securities to its former employees on the exercise of options granted to them while they were employees.