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Summary of

Securities Act (AMP Office Trust) Exemption Notice 2003

2003/193

Gazetted on 7 September 2003
Expires on 31 January 2004

Effects of the exemption
The exemption applies to shares offered in Ronin Property Holdings Limited (Ronin), and securities offered by AMP Henderson (AMP) that vary certain terms and conditions of units in the AMP Office Trust. The exemption allows relief from:

• a registered prospectus and minimum subscription requirements;
• the subscriber receiving an investment statement prior to subscribing for the securities;
• the authorised advertisement for the securities referring to an investment statement;
• restrictions on using experts' statements in advertisements, and regulations 11 to 18 and 21 to 23 of the Securities Regulations 1983 in respect of the offer document; and
• obligations relating to registers, accounting records, and certificates.

In respect of the issue of securities by AMP the exemption also allows relief from:

• the requirement to appoint a statutory supervisor and enter into a deed of participation; and
• all of section 37A in relation to investment statements, life of prospectus, application minimum.

Background
Amp Office Trust, an Australian property trust, is restructuring. As a result unit holders in the trust will own the entity that manages the trust, and will have an interest in two new companies that are intended to create additional returns for the unit holders. One of the companies, Ronin Property Holdings Limited (Ronin), will issue equity securities; the other company, AMP Henderson (AMP), will issue participatory securities. Because some of the unit holders are New Zealand residents the Securities Act 1978 will apply.

The exemption
AMP and Ronin are exempted, subject to conditions, from

• sections 37, 37A(1)(a), 37A(2), and 51 to 54 of the Act, and to a limited extent from sections 38(a) and 38A of the Act and regulations 11 to 18 and 21 to 23 of the Securities Regulations in respect of shares in, or an interest in shares in, Ronin; and
• sections 33(3), 37, 37A, and 51 to 54 of the Act, and to a limited extent from sections 38(a) and 38A of the Act and regulations 11 to 18 and 21 to 23 in respect of securities that vary certain terms and conditions of the units in the AMP Office Trust.

Both the issuers are exempt from the requirements of section 38(a) of the Act to the extent that section 38(a) requires that the Australian offer document refers to an investment statement.

Conditions relating to the Australian offer document
The exemption is subject to the following conditions:

• offers of securities must be made using the Australian offer document;
• the Australian offer document must not refer to the listing of the securities in New Zealand unless NZX has approved the statement;
• the Australian offer document must be accompanied by any documents required to accompany the offer document in Australia;
• when the Australian offer document is distributed in New Zealand it must be accompanied by an investment statement stating:
  • the terms, purpose and effect of the proposed variation; and
  • the steps needed to bring the variation into effect; and
  • any other material matters that are not set out in the Australian offer document;
• the Australian offer document must be sent to each unit holder;
• the Trust manager must instruct the registrar to send the Australian offer document to every person who acquires units in the Trust after the record date but before the meeting;
• the Trust manager must send the Australian offer document to a unit holder on request; and
• any advertisement must state that the Australian offer document is available from the manager of the Trust.

Conditions relating to documents received by the Registrar of companies
The Registrar of Companies must have received

• the Australian offer document; and
• any exemption for the securities that has been granted by Australian Securities and Investments Commission; and
• Ronin's certificate of incorporation and constitution; and
• any material contract referred to in the Australian offer document.

Conditions relating to investment statements

• The investment statement accompanying the Australian offer document includes statements that
  • allotments of the securities must be made as specified in the Australian offer document and prescribed under Australian law; and
  • investors should satisfy themselves as to the tax implications of investing in the securities; and
  • the financial reporting requirements that apply in New Zealand and those that apply to Ronin and AMP may be different; and
  • the financial statements of Ronin and AMP may not be compatible with financial statements prepared under New Zealand law; and
  • Ronin may not be fully subject to New Zealand law; and
  • the Australian offer document has not been registered in New Zealand and may not contain all the information that a New Zealand registered prospectus must contain; and
  • the general nature and effect of any exemption granted by, or sought from the Australian Securities and Investments Commission for the offer of securities at the date of the investment statement; and
  • it is not a condition of this notice that Ronin be listed on a securities market operated by NZX and that New Zealand investors may not have access to information about Ronin in the same way as they would if Ronin was listed on the NZX; and
• The investment statement includes under the heading "Agreement as to Jurisdiction'':
  • that, in respect of a dispute concerning the equity securities, Ronin-
    • agrees to submit to the non-exclusive jurisdiction of the New Zealand courts; and
    • has instructed the New Zealand agent to accept service on Ronin's behalf; and
    • agrees that this statement is an agreement with each investor for the purposes of the Companies Act 1993; and
  • that the contract for the equity securities may not be enforceable in New Zealand courts; and
  • includes the name and address of a person appointed by Ronin to accept service in New Zealand of any document; and
• investment statements do not refer to listing or intended listing of the equity securities on the NZX unless the statement been approved by NZX; and
• investment statements refer to the Australian offer document wherever they are required to refer to a registered prospectus.
• offers of the securities are made in New Zealand and in Australia at the same time.

Reasons
Overall the exemptions are within Commission policy as reflected in the Securities Act (Australian Issuers) Exemption Notice 2002, the Securities Act (Overseas Listed Issuers) Exemption Notice 2002 and the Securities Act (Renewals and Variations) Exemption Notice 2002, although the proposed restructuring does not fall squarely within any one of those class notices.

The exemption from section 37A(1)(a) relating to allotment of securities is appropriate because of the circumstances of the restructuring proposal. In particular, if the necessary security holder resolutions are passed, allotment will proceed without any further action by individual security holders. It would be impracticable and inappropriate if a small number of the securities were potentially voidable. The conditions of exemption are intended to ensure that all offerees in New Zealand receive the investment statement as well as the offer documents to be sent to Australian investors.

New Zealand residents hold only a small proportion of the units in the Trust on issue. The Commission is informed that the issuers consider that it is overly onerous and impractical to include New Zealand holders in the offer in the absence of appropriate exemptions.