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Summary of

Securities Act (Waste Management N.Z. Limited and Others) Exemption Notice 2000

SR 2000/31

Gazetted on 15 March 2000

Waste Management N.Z. Limited, Pacific Waste Management Limited, and Waste Management, Inc. are exempted from regulations 3(1), 7A(1), 12(1)(c) and 23 of the Regulations, and from clauses 1(4) and 2(c) of the First Schedule of the Regulations in respect of the offer shares in Waste Management N.Z. Limited by Pacific Waste Management Limited.

The companies are also exempted from sections 33(1) and 37A of the Act in respect of the offer and allotment of shares outside New Zealand.

The exemption from regulations 3(1) and 7A(1) is only in respect of information that would otherwise be required to be disclosed in a prospectus and investment statement about Pacific Waste Management Limited as issuer of the shares.

Conditions

The exemption from regulation 12(1)(c) is subject to the condition that:

• any summary financial statements contained in an advertisement are taken from the summary financial statements contained in the registered prospectus; and
• if an advertisement contains unaudited summary financial statements, it states that those summary financial statements have not be audited.

The exemption from regulation 23 is subject to the condition that the New Zealand Stock Exchange has approved any statements inthe registered prospectus or advertisement that refer to quoting the shares on the Official List of the Exchange.

The exemption from clause (1)4 of the First Schedule of the Regulations is subject to the condition that every registered prospectus relating to the offer of shares:

• describes the procedure for fixing the purchase price of the shares and the factors that may be taken into account in determining the purchase price; and
• states when the purchase price is expected to be fixed and how an investor may ascertain what it is; and
• describes the procedures for holding application money for the shares by or on behalf of the offeror; and
• describes the method of allocating the shares to subscribers.

The exemption from clause 2(c) of the First Schedule is unconditional.

Effects of the exemptions

The exemptions enable the companies to overcome some technical compliance difficulties. These include possible extra territorial effects relating to offers made outside New Zealand and having to complete prospectus and investment statement disclosures for Pacific Waste Management Limited, the offeror of the previously allotted shares in Waste Management New Zealand Limited.

The exemption from regulation 12(1)(c) allows the companies to provide historical information about the issuer's net assets, some of it unaudited, in the investment statement or other advertisement.

The exemption from regulation 23 enables the companies to refer to listing information (with the approval of the Exchange).

The exemption from clause 1(4) enables the companies to make an open priced offer, as they use a book building process for setting the subscription price.

Pacific Waste Management Limited can not comply with clause 2(c) because it has held the shares for a number of years and in various circumstances.

Reasons

The exemptions fall within current policy relating to the offer of previously allotted securities where the holder has held the securities for a significant period of time and the original issuer of the securities advises, encourages or knowingly assists the holder or offeror.

The exemptions are generally of a technical nature.

The shares have been quoted on the New Zealand Stock Exchange for a number of years. The company, Waste Management N. Z. Limited, has for many years been subject to the Listing Rules and to the supervision of the Market Surveillance Panel.