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Summary of

Securities Act (Macquarie Fortress Investments Limited) Exemption Notice 2005

2005/57

Gazetted on 11 March 2005
Expires on 31 December 2005

Effects of the exemption
Macquarie Fortress Investments Limited ("Macquarie") is able to include a statement approved by NZX in its offer document and advertising, which refers to the listing, or intended listing, of Macquarie New Zealand Fortress Notes on NZX.

Background
Macquarie is to be incorporated in Australia, and will be a wholly owned subsidiary of Macquarie Bank Limited. The notes, which are debt securities, will be offered exclusively in New Zealand.

Macquarie intends to apply to NZX for the notes to be listed. However, Macquarie will not be able to provide a full and accurate statement as to whether there is an established market for the notes, or the likely date for quotation of the notes, in the terms required by regulation 23 of the Securities Regulations 1983 at the time of the offer.

The exemption
Macquarie is exempted, subject to conditions, from regulation 23 of the Securities Regulations 1983 in respect of its notes.

Conditions
The exemption is subject to the condition that the offer document, and any advertising for the notes, must not contain a statement referring to the listing, or intended listing, of the notes on NZX unless the statement has been approved by NZX.

Reasons
Strict compliance with regulation 23 of the Securities Regulations 1983 in this case could result in material information about listing of the notes not being provided to investors.

Any statement made in the combined registered prospectus and investment statement for the notes, or any advertisement relating to the offer for the notes, must not contain a statement referring to the listing or intended listing of the notes on a market operated by NZX unless the statement has been approved by NZX.

The exemption is consistent with previous decisions of the Securities Commission.