(1) A statement in the following form (to be set out on the front cover of the registered prospectus):

WARNING—RESTRICTED DISCLOSURE

This registered prospectus has been prepared in accordance with the Securities Act (NZX–NZAX Market) Exemption Notice 2005. It may not contain as much information as would ordinarily appear in a registered prospectus prepared in accordance with the requirements of Schedule 1 of the Securities Regulations 1983.

It is strongly recommended that you seek independent professional advice before investing in these securities.

Copies of this registered prospectus, financial statements of the issuer, and other information about the securities offered and the issuer of the securities are available from the issuer’s NZAX information portal on the NZAX website [insert address], [the issuer’s Internet website [insert address]]* or free of charge from the issuer on request.

(2) If the registered prospectus is the first offer to the public of equity securities of the issuer and the issuer has elected in accordance with clause 13(3) not to include a prospective statement of cash flows of the issuing group, a statement in the following form must be included after the first paragraph of the statement required by subclause (1):

In particular, the issuer believes that it is unable to prepare meaningful projections of future returns and has elected not to provide projections of future returns. Investors should rely on their own judgement or on independent advice as to the likely level of returns.

A statement in the following form (to be set out at the front of the registered prospectus):

IMPORTANT INFORMATION

Investment decisions are very important. They often have long-term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself.

Choosing an investment

When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below:

                                                            Page

What sort of investment is this?

Who is involved in providing it for me?

How much do I pay?

What are the charges?

What are the directors’ and promoters’ interests?

What returns will I get?

What are my risks?

Can the investment be altered?

How do I cash in my investment?

Who do I contact with enquiries about my investment?

Is there anyone to whom I can complain if I have problems with the investment?

What other information can I obtain about this investment?

Other material information?

Engaging an investment adviser

An investment adviser must give you a written statement that contains information about the adviser and his or her ability to give advice. You are strongly encouraged to read that document and consider the information in it when deciding whether or not to engage an adviser.

Tell the adviser what the purpose of your investment is. This is important because different investments are suitable for different purposes, and carry different levels of risk.

The written statement should contain important information about the adviser, including—

• relevant experience and qualifications, and whether dispute resolution facilities are available to you; and

• what types of investments the adviser gives advice about; and

• whether the advice is limited to investments offered by 1 or more particular financial institutions; and

• information that may be relevant to the adviser’s character, including certain criminal convictions, bankruptcy, any adverse findings by a court against the adviser in a professional capacity, and whether the adviser has been expelled from, or prohibited from joining, a professional body; and

• any relationships likely to give rise to a conflict of interest.

The adviser must also tell you about fees and remuneration before giving you advice about an investment. The information about fees and remuneration must include—

• the nature and level of the fees you will be charged for receiving the advice; and

• whether the adviser will or may receive a commission or other benefit from advising you.

An investment adviser commits an offence if he or she does not provide you with the information required.

(1) A brief description of the securities being offered.

(2) The maximum number or amount of the securities being offered.

A brief description of the principal activities carried on by the issuer and an indication of how long the issuer has been carrying on those activities.

(1) The following information:

• (a) the name and address of the issuer; and

• (b) the statute or other authority by or under which the issuer was incorporated; and

• (c) the date of incorporation; and

• (d) the date of registration in New Zealand (if that date is different from the date of incorporation); and

• (e) the registered number (if any); and

• (f) the place (if any) in New Zealand where a public file relating to the incorporation or registration of the issuer is kept.

(2) The name, address, and technical or professional qualifications (if any) of every director of the issuer.

(3) In respect of every director of the issuer who is an employee of the issuer, or of any subsidiary of the issuer, the position held by him or her.

(4) If any director has been adjudged bankrupt during the 5 years before the specified date, a statement to that effect including the name, and any alternative or former name or names, of the director concerned.

(5) The names and addresses of any promoters.

(6) The names of the issuer’s secretary (if any), auditors, and securities registrar, and of any bankers, sharebrokers, or solicitors who have been involved in the preparation of the registered prospectus.

(7) The names, addresses, and qualifications of any experts named in the registered prospectus.

(8) If the offer of securities is underwritten, the name and address of the underwriter.

(9) In relation to an offer of previously allotted securities to which section 6(2) or 6(3) of the Act applies,—

• (a) the name of the offeror of the previously allotted securities; and

• (b) the address of the offeror’s registered office (or, if it does not have a registered office, its address) in New Zealand; and

• (c) the net amount of the consideration received or to be received by the issuer in respect of the original allotment of the securities.

(1) In respect of each subsidiary, the amount of whose total tangible assets exceeds 5% of the amount of the total tangible assets of the issuing group,—

• (a) the subsidiary’s name; and

• (b) the proportion of its issued capital held by members of the issuing group.

(2) The names of the persons who are the registered holders of the 10 largest holdings of equity securities of the issuer at a date not earlier than 30 days before the specified date, and the amounts of their respective holdings.

(3) A statement as to whether or not the persons specified in accordance with subclause (2) undertake any liability in respect of the securities being offered.

(1) The following information relating to the money payable by a subscriber to the issuer or any associated person in respect of the securities:

• (a) a description of the sums payable; and whether or not the subscriber is required to make such payments:

• (b) the person to whom, and place at which, payments are to be or may be made:

• (c) if the subscriber is required to make payments on specified dates or at a specified frequency, the payment dates or frequency and the consequences of failing to make the payments.

(2) If the money, or the minimum or maximum sum of money, referred to in subclause (1) can, at the specified date, be expressed as a dollar amount (or as a percentage of another dollar amount identified with reference to the security), a statement of the dollar amount (or of the percentage and a description of the other dollar amount).

(3) If the money, or the minimum or maximum sum of money, referred to in subclause (1) cannot, at the specified date, be expressed as a dollar amount (or as a percentage of another dollar amount identified with reference to the security), a statement describing any procedure for calculating the amounts of that money during the period the registered prospectus is current.

If there is a cooling-off period in respect of the securities, a statement of the terms on which a subscriber may cancel the securities.

(1) A statement as to which of the following types of charges are or may be payable to the issuer or a promoter, or an associated person of the issuer or promoter by a subscriber (whether directly or indirectly, including by deduction):

• (a) entry charges:

• (b) administration or management charges:

• (c) expenses or overhead charges:

• (d) charges or expenses relating to goods or services that the subscriber is required to obtain:

• (e) early termination charges:

• (f) switching or sale charges (including the difference between any buying and selling prices for the securities):

• (g) alteration charges:

• (h) other charges.

(2) A statement as to which of the types of charges specified in subclause (1) are or may be payable by the issuer to a promoter or administration manager or investment manager or an associated person of the issuer or the promoter, being charges that will or may affect the amount of the returns to subscribers.

(3) A brief description of any practices of the issuer or any associated person in relation to charges that will or may affect the amount of the returns to subscribers.

(4) A brief description of the rights of the issuer or any other person to alter any of the charges applicable to the securities.

(1) If a charge, or the minimum or maximum amount of a charge, referred to in clause 9(1) can, at the specified date, be expressed as a dollar amount (or as a percentage of another dollar amount), a statement of the dollar amount (or of the percentage and a description of the other dollar amount).

(2) If a charge, or the minimum or maximum amount of a charge, referred to in clause 9(1) cannot, at the specified date, be expressed as a dollar amount (or as a percentage of another dollar amount), a statement describing how the charge will be calculated and what procedure is available to the subscriber to ascertain the amount at the time of, and following, the subscription.

(1) A statement—

• (a) of the amount of remuneration and all other principal terms of any contract of service (other than a contract terminable, without payment of compensation, by the issuer or any of its subsidiaries on notice of 2 years or less) under which a director of the issuer is entitled to remuneration from the issuer or any of its subsidiaries (other than by way of directors’ fees); and

• (b) of, where a director is entitled to remuneration from the issuer or any of its subsidiaries other than by way of a contract of service or by way of directors’ fees, the nature of the relationship between the director and the issuer and the services rendered by the director to the issuer; and

• (c) of the retirement benefits of directors or compensation payable to directors for loss of office contained in the constitution of the issuer or any of its subsidiaries or in any contract or deed entered into by the issuer or any of its subsidiaries other than provisions that relate only to superannuation benefits that are payable to directors who are full-time employees of the issuer or subsidiary under a scheme open to other full-time employees of the issuer or subsidiary.

(2) Where any material transaction has been entered into at any time in the 5 years before the specified date, or is to be entered into on or after the specified date—

• (a) between the issuer or any of its subsidiaries and any director or proposed director of the issuer or of any body corporate related to the issuer; or

• (b) between the issuer or any of its subsidiaries and any immediate relative of any director or proposed director of the issuer or of any body corporate related to the issuer; or

• (c) between the issuer or any of its subsidiaries and any company more than half of whose share capital was or will be held directly or indirectly, at the date of the transaction, by—

  • (i) any director or proposed director of the issuer or of any body corporate related to the issuer; or

  • (ii) any immediate relative of any director or proposed director of the issuer or of any body corporate related to the issuer—

the following information:

• (d) a description of the property acquired, or to be acquired, under the transaction; and

• (e) the cost of the property acquired, or to be acquired, under the transaction to the person by whom it has been or is to be acquired; and

• (f) a brief description of the other terms of the acquisition of the property; and

• (g) the cost of the property to the person disposing of the property under the transaction; and

• (h) the date on which the person disposing of the property under the transaction acquired the property.

Where any material transaction has been entered into at any time in the 5 years before the specified date, or is to be entered into on or after the specified date,—

• (a) between the issuer or any of its subsidiaries and any promoter of the issuer, or of any subsidiary of the issuer; or

• (b) between the issuer or any of its subsidiaries and (where a promoter of the issuer is a body)—

  • (i) any body corporate related to that promoter; or

  • (ii) any director or proposed director of that promoter or of any body corporate related to that promoter; or

• (c) between the issuer or any of its subsidiaries and any immediate relative of—

  • (i) any promoter of the issuer or of any subsidiary of the issuer; or

  • (ii) where a promoter of the issuer is a body whether corporate or unincorporate, any director or proposed director of that promoter or of any body corporate related to that promoter; or

• (d) between the issuer or any of its subsidiaries and any company more than half of whose share capital was or will be held directly or indirectly, at the date of the transaction, by—

  • (i) any promoter of the issuer or of any subsidiary of the issuer; or

  • (ii) where a promoter of the issuer is a body whether corporate or unincorporate, any director or proposed director of that promoter or of any body corporate related to that promoter—

the following information:

• (e) a description of the property acquired, or to be acquired, under the transaction; and

• (f) the cost of the property acquired, or to be acquired, under the transaction to the person by whom it has been or is to be acquired; and

• (g) a brief description of the other terms of the acquisition of the property; and

• (h) the cost of the property to the person disposing of the property under the transaction; and

• (i) the date on which the person disposing of the property under the transaction acquired the property.

(1) The following information about the returns to subscribers from the securities:

• (a) a brief description of the nature of the returns:

• (b) a brief description of the key factors that determine the returns:

• (c) a statement as to whether or not an amount of returns, quantifiable as at the date of the investment statement and enforceable by subscribers, has been promised and, if so, the amount or a description of how that amount can be calculated:

• (d) a statement as to which of the following (if any) will or is likely to affect the returns (in addition to any of the charges referred to in clause 9):

  • (i) taxes or duties:

  • (ii) reserves or retentions.

(2) Where the purpose of the offer of securities is expressed as being to provide finance for a particular capital project,—

• (a) a brief description of the project; and

• (b) an indication of the expected financial benefits of the project.

(3) Where the offer of securities is the first offer to the public of equity securities of the issuer, a brief description of the plans that the directors of the issuer, and the directors of any other member of the issuing group, have in respect of the issuing group during the year commencing on the specified date, including the sources of finance that will be required for those plans; and either—

• (a) a prospective statement of cash flows of the issuing group that the directors of the issuer expect to occur in the year commencing on the specified date; or

• (b) where the directors of the issuer believe they are unable to provide a meaningful prospective statement of cash flows, a statement to that effect and a statement of the directors’ reasons for forming that view.

(4) In relation to the prospective statement of cash flows required by subclause (3)(a)—

• (a) the statement must—

  • (i) show the likely receipt and proposed use of the proceeds of the offer of securities; and

  • (ii) state the principal assumptions on which it is based; but

• (b) nothing in this subclause limits the information to be included in the statement.

(5) The dates on which, or frequency with which, the returns from the securities will be due and paid or, if there are no such dates or frequency or the dates or frequency are unknown, a statement to that effect.

(6) If payment of all or any of the returns from the securities will or may be withheld until a particular date or for a particular period, a statement to that effect and a brief description of the circumstances that may produce this result.

(7) The name of the person legally liable to pay the returns.

If there is a guarantor of the securities, the following information:

• (a) the name of the guarantor:

• (b) the nature and amount of the guarantee:

• (c) whether or not the guarantee is subject to conditions and, if so, the principal conditions:

• (d) whether or not the guarantee is secured by a mortgage or other charge and, if so, the nature and amount of the charge:

• (e) if the guarantor and the issuer are associated persons, a statement to that effect and the nature of the relationship.

(1) A brief description of the principal risks of—

• (a) the money paid by a subscriber not being recovered in full by the subscriber:

• (b) a subscriber not receiving the returns referred to in clause 13:

• (c) a subscriber being required to pay more money in respect of a security than that disclosed in clause 7 or clause 16.

(2) A statement as to the trading prospects of the issuing group, together with any material information that may be relevant to those prospects, including a description of all special trade factors and risks that—

• (a) are not mentioned elsewhere in the registered prospectus; and

• (b) are not likely to be known or anticipated by the general public; and

• (c) could materially affect the prospects of the issuing group.

(3) If it is reasonably foreseeable that, on termination of any security at any time, a subscriber will have received, in total, less than the amount paid to the issuer or an associated person for the security, a statement to this effect and a brief description of the circumstances that may produce this result.

(1) A statement as to whether or not subscribers will or may be liable to pay money to any person as a result of the insolvency of the issuer and, if so, a brief description of the liability.

(2) A brief description of any claims on the assets of the issuer that will or may rank ahead of claims of subscribers in the event of the issuer being put into liquidation.

(3) A brief description of any claims on the assets of the issuer that will or may rank equally with the claims of subscribers in the event of the issuer or scheme being put into liquidation.

A statement in the following form:

The securities offered in this prospectus are listed, or intended to be listed, on the NZX’s NZAX market. The NZAX market differs from the NZSX market, also operated by NZX, in the following key respects:

• there are reduced criteria for listing on NZAX—there is no requirement for 25% of the securities of an NZAX issuer to be widely held and no minimum value requirement for NZAX listings as apply to NZSX listings. Whilst an NZSX issuer must have 500 shareholders, an NZAX issuer needs only 50 shareholders

• an NZAX issuer requires an NZX sponsor in order to list on the NZAX market, whereas NZSX companies require an organising participant

• greater flexibility is accorded by the NZAX Listing Rules to NZAX issuers seeking to raise capital, buy back securities, and undertake major transactions. The NZAX Listing Rules provide NZAX issuers with an option to undertake these activities, without seeking shareholder consent, by making an announcement to the market, which discloses fully the transaction prior to that transaction becoming final

• the materiality threshold for related party transactions in the NZAX Listing Rules is higher than the threshold in the NZSX Listing Rules. This means that an NZAX issuer may enter into (proportionally) more substantial transactions with related parties before being required to seek shareholder approval for those transactions

• the corporate governance standards for NZAX issuers do not contain all the matters provided for in the corporate governance standards for NZSX issuers.

(1) A brief description of any right of a subscriber, the issuer, or any other person to—

• (a) alter the amount of moneys payable by a subscriber, including a brief description of any continuing obligation of the subscriber to pay that amount; or

• (b) otherwise alter the terms of any security.

(2) If any charges are payable by a subscriber on any such alteration, a reference to the information given under clause 9(1)(g).

(1) A brief description of any right of the issuer, a subscriber, or any other person to terminate, cancel, surrender, or otherwise make or obtain payment of the returns from the securities, other than as described in clause 13.

(2) If any charges are payable by a subscriber on any such payment, a reference to the information given under clause 9(1)(e) or (f).

The names or descriptions of officers, employees, or agents of the issuer to whom enquiries about the securities can be made, and the addresses and business telephone numbers of those people.

(1) The names or descriptions of officers, employees, or agents of the issuer to whom complaints about the securities can be made, and the addresses and business telephone numbers of those people.

(2) A statement that a complaint about the securities or the NZAX issuer may be made directly to NZX, and a contact address and business telephone number for making a complaint to NZX.

(3) A statement as to whether complaints about the securities can be made to an ombudsman and, if so, the address and business telephone number of the ombudsman.

(1) Where the issuer has commenced business and either acquired an asset or incurred a debt,—

• (a) a reference,—

  • (i) in the case of an issuer who was an issuer for the purposes of the Financial Reporting Act at the time of its most recent accounting period, to its most recent financial statements registered under that Act; or

  • (ii) in the case of an issuer who was not an issuer for the purposes of the Financial Reporting Act at the end of its most recent accounting period but who prepared financial statements that complied with the requirements of the Financial Reporting Act, to those financial statements; or

  • (iii) if subparagraph (i) or (ii) does not apply, to financial statements prepared in accordance with the requirements of the Financial Reporting Act, as if the issuer were an issuer for the purposes of that Act, for a period ending not more than 4 months before the specified date; and

• (b) a statement to the effect that copies of the financial statements referred to in paragraph (a) together with an audit report in respect of those financial statements that complies with the requirements of section 16 of the Financial Reporting Act, are available—

  • (i) free of charge on request from the issuer:

  • (ii) on the issuer’s NZAX information portal and the issuer’s Internet website (if any).

(2) If the directors of the issuer consider it necessary or desirable, after having regard to clause 9(5) of this notice,—

• (a) a reference to interim financial statements that comply with the Financial Reporting Act (except that they need not be audited) for the issuing group at any stated date that is not more than 9 months after the date of the financial statements referred to in subclause (1)(a); and

• (b) a statement that those interim financial statements are available—

  • (i) free of charge on request from the issuer; or

  • (ii) on the issuer’s NZAX information portal and the issuer’s Internet website (if any).

(3) Where the issuer has commenced business, and either acquired an asset or incurred a debt, a statement to the effect that there are available, free of charge on request from the issuer or on the issuer’s NZAX information portal and the issuer’s Internet website (if any), either of the following sets of documents:

• (a) all the annual reports completed by the issuer in the 5 consecutive years before the date of the financial statements referred to in subclause (1)(a); or

• (b) all the financial statements prepared by the issuer in accordance with the requirements of the Financial Reporting Act for the 5 consecutive accounting periods before the date of the financial statements referred to in subclause (1)(a).

(4) Details of the times and places in New Zealand where the following documents or copies of the following documents (and, if they are wholly or partly in a foreign language, a correct translation of the documents in English) on payment of any fee, may be inspected by a person who so requests:

• (a) the constitution of the issuer:

• (b) the financial statements referred to in subclause (1):

• (c) any material contract disclosed under clause 26.

(1) Where a member of the issuing group has acquired a business, or a member of the issuing group became a subsidiary of the issuer, at any time in the 2 years before the specified date, the following information:

• (a) the name of the business or subsidiary; and

• (b) a brief description of the activities of that business, or of the business carried on by that subsidiary, in the course of the period that began 5 years before the specified date and ended on the date on which the business was acquired, or the member became a subsidiary, as the case may be; and

• (c) if the registered prospectus does not refer to financial statements in accordance with clause 22(1), the information referred to in subclause (2)(b) and (d) or (e).

(2) Where a member of the issuing group has acquired a business or become a subsidiary of the issuer, at any time in the period between the date of the financial statements referred to in accordance with clause 22(1) and the specified date, or where the registered prospectus contains a statement to the effect that a member of the issuing group intends to acquire a business or equity securities that will result in a body corporate becoming a subsidiary of the issuer, the following information:

• (a) the name of the member; and

• (b) the amount of the consideration paid or payable, or proposed to be paid, by the member of the issuing group for the business, subsidiary, or body corporate; and

• (c) a brief description of that business, or of the business carried on by that subsidiary or body corporate, in the course of the 5 years before the specified date; and

• (d) if the business, subsidiary, or body corporate in question has prepared financial statements in accordance with the Financial Reporting Act, a statement that includes copies of those financial statements, or copies of the annual reports prepared in accordance with the requirements of the Companies Act 1993, for the 5 most recent accounting periods of the business, subsidiary, or body corporate (or a lesser number, if the business, subsidiary, or body corporate has been in existence for a shorter time) are available—

  • (i) free of charge on request from the issuer:

  • (ii) on the issuer’s NZAX information portal and the issuer’s Internet website (if any); and

• (e) if the business, subsidiary, or body corporate has not prepared financial statements in accordance with the Financial Reporting Act, a statement to the effect that there are available, free of charge on request from the issuer or on the issuer’s NZAX information portal and the issuer’s Internet website (if any),—

  • (i) pro forma financial statements that have been prepared for the business, subsidiary, or body corporate for 1 accounting period ending not more than 4 months before the specified date, on as similar a basis as possible to those that would have been prepared had the business, subsidiary, or body corporate been a reporting entity for the purposes of the Financial Reporting Act; and

  • (ii) a statement of the basis of preparation of the pro forma financial statements referred to in subparagraph (i), the key assumptions used in preparing those statements, and the source of the information on which those statements were based.

(3) Notwithstanding any other provision of this clause, this clause does not apply in respect of a business, subsidiary, or body corporate if the consideration paid or payable, or proposed to be paid, for the acquisition of the business, subsidiary, or body corporate is not more than one-fifth of the amount of the total tangible assets shown in the statement of financial position referred to in accordance with clause 22(1).

A statement of the type of information that is required to be, or otherwise will be, given annually and half-yearly to subscribers by the issuer.

A statement—

• (a) describing the type of information that is required to be, or otherwise will be, available on request from the issuer; and

• (b) explaining how such a request should be made; and

• (c) whether any charge may be made for the information and the amount of the charge.

In relation to every material contract entered into by any member of the issuing group at any time in the 2 years before the specified date (not being a contract entered into in the ordinary course of business of that member),—

• (a) its date; and

• (b) the names of the parties to it; and

• (c) its general nature.

Particulars of any material matters relating to the offer of securities (other than matters elsewhere set out in the registered prospectus or in the financial statements referred to in the registered prospectus under clause 22 or clause 23 and contracts entered into in the ordinary course of business of a member of the issuing group).

A statement by the directors of the issuer as to whether, after due enquiry by them in relation to the period between the date of the latest statement of financial position referred to in accordance with clause 22(1) and the specified date, 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.

If the registered prospectus contains prospective financial information, a copy of a report by a qualified auditor, signed by the auditor (either in his or her own name or that of the auditor’s firm), stating—

• (a) the work done by the auditor; and

• (b) the scope and limitations of the audit; and

• (c) the existence of any relationship (other than that of auditor) that the auditor has with, or any interests that the auditor has in, the issuer or any of its subsidiaries; and

• (d) that in the opinion of the auditor, the prospective financial information, so far as the accounting policies and calculations are concerned, has been properly compiled on the basis of the assumptions made or adopted by the issuer set out at [insert pages] in the registered prospectus and are presented on a basis consistent with the accounting policies normally adopted by the issuer.