This notice is the Securities Act (Wool Equities Limited) Exemption Notice 2003.

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

This notice expires on the close of 30 September 2008.

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

(2) Any term or expression that is 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 respect of the offer, from—

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

• (b) clause 1(4) of Schedule 1 of the Regulations; and

• (c) clause 10(1)(c) of Schedule 1 of the Regulations to the extent that that paragraph requires a prospective statement of cash flows to contain information in respect of Wool Board Disestablishment Company Limited; and

• (d) clause 11(2)(c) and (3)(f) of Schedule 1 of the Regulations in respect of Keratec Limited; and

• (e) clause 11(2)(c) and (3)(f) of Schedule 1 of the Regulations in respect of Tectra Limited.

The exemption in clause 5(a) is subject to the condition that no allotment of specified securities is made after 31 March 2004 unless—

• (a) the financial statements of the company for the financial year prior to the allotment that are delivered to the Registrar of Companies under the Financial Reporting Act 1993 contain, or are accompanied by, a certificate relating to that financial year that—

  • (i) is signed by each of the directors of the company; and

  • (ii) is dated on or about the date of the auditor's report for those financial statements; and

  • (iii) states that the registered prospectus that contains the offer is not, at the date of the certificate, false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances; and

• (b) a copy of the certificate is attached to every copy of the registered prospectus that contains the offer that is distributed after the date of the certificate.

The exemption in clause 5(b) is subject to the condition that the registered prospectus that contains the offer—

• (a) states the issue price of any specified securities the issue price of which is known at the date of the registered prospectus; and

• (b) contains the following information in respect of any specified securities the issue price of which is not known at the date of the registered prospectus:

  • (i) a description of the procedure for fixing the issue price of the specified securities:

  • (ii) a description of the factors that may be taken into account in determining the issue price of the specified securities:

  • (iii) a statement of when the directors of the company expect the issue price for the specified securities to be fixed (by reference to each allotment if more than 1 allotment is intended):

  • (iv) a statement of how an investor may, after the issue price for the specified securities has been fixed, ascertain that issue price:

  • (v) a description of the method of allocation of the specified securities to investors.

The exemption in clause 5(d) is subject to the condition that the registered prospectus that contains the offer contains—

• (a) a statement to the effect that the registered prospectus does not contain separate historical summary financial information (including pro forma financial information) in respect of Keratec Limited; and

• (b) a statement from the directors of the company as to why, in their opinion, they consider that it is inappropriate for the registered prospectus to contain that information; and

• (c) a description of Keratec Limited, including a description of—

  • (i) Keratec Limited's prospects; and

  • (ii) any specific risks associated with Keratec Limited or with Keratec Limited's activities.