This notice is the Securities Act (Fulton Hogan Limited) Exemption Notice 2000.

This notice comes into force on the day after the date of its notification in the Gazette.

This notice expires on the close of 31 August 2007.

(1) In this notice, unless the context otherwise requires,—

(2) Any term or expression defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

The company, and every person acting on its behalf, are exempted, in the case of specified equity securities, from—

• (a) sections 37A(1)(c) and 37A(2) of the Act; and

• (b) clauses 4 to 20, 22 to 38, and 40 to 42 of Schedule 1 of the Regulations.

The exemptions are subject to the conditions that—

• (a) a copy of the most recent audited consolidated financial statements of the issuing group that comply with the Financial Reporting Act 1993 is attached to, or contained in, every copy of a registered prospectus relating to the specified equity securities sent to a person under section 54B of the Act; and

• (b) if the specified equity securities are offered more than 9 months after the date of the most recent audited consolidated financial statements of the issuing group, a copy of the interim financial statements for the most recently completed financial half-year of the issuing group that comply with FRS-24 is attached to, or contained in, every copy of a registered prospectus relating to the specified equity securities sent to a person under section 54B of the Act; and

• (c) the investment statement and registered prospectus relating to the specified equity securities contain a description of any arrangements under which the holders of specified equity securities can sell their securities; and

• (d) a statement containing the following matters is attached to, or contained in, every copy of the company's annual report sent to holders of the specified equity securities under section 209 of the Companies Act 1993:

  • (i) particulars of entries in the interests register concerning directors of the company made during the accounting period to which the report relates:

  • (ii) the date of, names of the parties to, and general nature of any material contract (excluding a contract entered into in the ordinary course of business) entered into by a member of the issuing group at any time in the 2 years preceding a date not more than 20 working days before the date of circulation of the annual report:

  • (iii) a brief description of any legal proceedings or arbitrations concerning the issuing group that are pending at a date not more than 20 working days before the date of circulation of the annual report and that might have a material adverse effect on the issuing group:

  • (iv) a statement by 2 directors of the company as to whether, after inquiry by them in relation to the period between the date of the latest statement of financial position attached to, or contained in, the annual report and a date not more than 20 working days before the date of circulation of the annual report, there have, in their opinion, arisen any circumstances that materially adversely affect—

    • (A) the trading or profitability of the issuing group; or

    • (B) the value of its assets; or

    • (C) the ability of the issuing group to pay its liabilities due within the next 12 months; and

• (e) before subscription for the specified equity securities, the company has delivered to the person to whom the offer is made a copy of the most recent annual report of the company.