Securities Act (Wakefield Health Limited and Royston Hospital Limited) Exemption Notice 2005
Securities Act (Wakefield Health Limited and Royston Hospital Limited) Exemption Notice 2005: expired, on 1 December 2009 , by clause 3.
Reprint
as at 1 December 2009
Securities Act (Wakefield Health Limited and Royston Hospital Limited) Exemption Notice 2005
(SR 2005/297)
Securities Act (Wakefield Health Limited and Royston Hospital Limited) Exemption Notice 2005: expired, on 1 December 2009, by clause 3.
Note
Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.
A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.
This notice is administered by the Securities Commission.
Pursuant to the Securities Act 1978, the Securities Commission gives the following notice (to which is appended a statement of reasons of the Securities Commission).
Contents
Notice
1 Title
This notice is the Securities Act (Wakefield Health Limited and Royston Hospital Limited) Exemption Notice 2005.
2 Commencement
This notice comes into force on the day after the date of its notification in the Gazette.
3 Expiry
This notice expires on the close of 30 November 2009.
4 Interpretation
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(1) In this notice, unless the context otherwise requires,—
Act means the Securities Act 1978
amalgamated company means the company that is the result of, and continues after, the amalgamation
amalgamation means the proposed amalgamation between Royston and Wakefield under sections 219 to 221 of the Companies Act 1993
Regulations means the Securities Regulations 1983
Royston means Royston Hospital Limited
Royston securities holder means a person who, at the time the amalgamation is implemented, is the registered holder of Royston securities
Royston security means an equity security issued by Royston
specified equity securities means equity securities offered by Wakefield to a Royston securities holder as part of the amalgamation
Wakefield means Wakefield Health Limited
Wakefield securities holder means a person who is the registered holder of Wakefield securities
Wakefield security means an equity security issued by Wakefield.
(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.
5 Exemption from clause 1(4) of Schedule 1 of Regulations
Wakefield, Royston, and every person acting on behalf of either or both of them are exempted from clause 1(4) of Schedule 1 of the Regulations in respect of any specified equity securities.
6 Conditions of exemption
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(1) The exemption in clause 5 is subject to the condition that the registered prospectus for the offer of the specified equity securities contains the following information:
(a) the number of specified equity securities that each Royston securities holder will receive for that person's Royston securities, assuming that no adjustment to that number is required to take account of any Wakefield securities that are cancelled as a result of a Wakefield securities holder exercising a minority buy-out right under section 110 of the Companies Act 1993 in relation to the amalgamation; and
(b) an explanation as to why the exact consideration to be paid for the specified equity securities is not known at the date of the registered prospectus, including circumstances that may affect the consideration; and
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(c) whether any change in the number of Wakefield securities offered for each Royston security would affect the monetary value of the consideration and—
(i) if so, why; or
(ii) if not, why not; and
(d) the basis on which any adjustments to the consideration would be made; and
(e) how and when Royston security holders will be able to ascertain the exact consideration.
(2) The exemption in clause 5 is subject to the further condition that the registered prospectus for the offer of the specified equity securities contains—
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(a) pro forma financial statements for the amalgamated company prepared—
(i) as if the amalgamation had been implemented; and
(ii) as at the dates of Wakefield's and Royston's last audited financial statements for the accounting period ending 31 March 2005; and
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(b) a directors' statement, by the directors of both Wakefield and Royston in respect of their own company, after due inquiry by them in relation to the period between the date of the pro forma financial statements and the date of the registered prospectus, that there have not, in their opinion, arisen any circumstances that materially adversely affect—
(i) the trading or profitability of the company; or
(ii) the value of its assets; or
(iii) the ability of the company to pay its liabilities due within the next 12 months.
Dated at Wellington this 18th day November 2005.
The Common Seal of the Securities Commission was affixed in the presence of:
[Seal]
J Diplock,
Chairperson.
Statement of reasons
This notice comes into force on the day after the date of its notification in the Gazette and expires on 30 November 2009. It exempts Wakefield Health Limited (Wakefield), Royston Hospital Limited (Royston), and every person acting on behalf of either or both of them from clause 1(4) of Schedule 1 of the Securities Regulations 1983 (the Regulations) in respect of equity securities in Wakefield intended to be offered to Royston securities holders under the amalgamation of the 2 companies. The exemption is subject to conditions.
The Securities Commission considers that it is appropriate to grant the exemption because—
the potential for adjustment to the number of securities each Royston securities holder would receive should Wakefield security holders exercise their minority buy-out rights means that the price and number of the securities to be allotted to Royston securities holders under the amalgamation will not be known at the date of the registered prospectus. Accordingly, an exemption is necessary for the amalgamation to proceed:
the conditions of exemption require Wakefield and Royston to provide sufficient alternative information to Royston securities holders about the pricing mechanism for the securities to be allotted, including why the exact consideration is not known, the basis on which any adjustments will be made, and how and when Royston securities holders will be able to ascertain the exact consideration being paid:
the Securities Commission has previously granted an exemption from clause 1(4) of Schedule 1 of the Regulations under the class exemption notice the Securities Act (Amalgamations) Exemption Notice 2002 in respect of securities offered as part of an amalgamation effected under Part 13 of the Companies Act 1993. The exemption sought is consistent with the Commission's policy on those amalgamations:
the condition of the exemption requiring the registered prospectus to include pro forma financial statements and a directors' statement that no materially adverse circumstances have arisen between the date of the pro forma statements and the date of the prospectus will provide useful information for Royston securities holders.
Date of notification in Gazette: 24 November 2005.
Contents
1General
2Status of reprints
3How reprints are prepared
4Changes made under section 17C of the Acts and Regulations Publication Act 1989
5List of amendments incorporated in this reprint (most recent first)
Notes
1 General
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This is a reprint of the Securities Act (Wakefield Health Limited and Royston Hospital Limited) Exemption Notice 2005. The reprint incorporates all the amendments to the notice as at 1 December 2009, as specified in the list of amendments at the end of these notes.
Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.
2 Status of reprints
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Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.
This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.
3 How reprints are prepared
A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.
4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
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Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.
A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.
In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:
•omission of unnecessary referential words (such as
“of this section”
and“of this Act”
)•typeface and type size (Times Roman, generally in 11.5 point)
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•layout of provisions, including:
•indentation
•position of section headings (eg, the number and heading now appear above the section)
•format of definitions (eg, the defined term now appears in bold type, without quotation marks)
•format of dates (eg, a date formerly expressed as
“the 1st day of January 1999”
is now expressed as“1 January 1999”
)•position of the date of assent (it now appears on the front page of each Act)
•punctuation (eg, colons are not used after definitions)
•Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly
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•case and appearance of letters and words, including:
•format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)
•small capital letters in section and subsection references are now capital letters
•schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly
•running heads (the information that appears at the top of each page)
•format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).
5 List of amendments incorporated in this reprint (most recent first)
Securities Act (Wakefield Health Limited and Royston Hospital Limited) Exemption Notice 2005 (SR 2005/297): clause 3