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Summary of

Securities Act (New Zealand Finance Holdings Limited) Exemption Notice 2004

2004/194

Gazetted on 29 June 2004
Expires on 30 November 2004

Effects of the exemption
New Zealand Finance Holdings Limited ("NZ Finance") is not required to include information about the vendor shareholders in the offer documents for their share offer, which includes previously allotted securities.

Background
New Zealand Finance Holdings Limited is a recently incorporated company which plans an initial public share offering. The offer will include new and existing ordinary shares.

The exemption
NZ Finance and the specified offerors are exempted from regulations 3(1) and 7A(1) of the Securities Regulations 1983, to the extent that those regulations require the offer documents to contain information about the offerors as issuers of the shares.

Conditions
The exemption is on condition that each offer document:

• names each offeror;
• describes the effects of the exemption; and
• states that the offerors have obligations as issuers of the shares for the purposes of the Securities Act 1978.

Reasons
Where Part II of the Securities Act 1978 applies to an offer to the public of previously allotted securities, both the offeror of the securities and the original allotter have a responsibility for the offer as issuers. Information about the offerors as issuers may not be useful to investors and may be confusing. The condition of the exemption in this case requires potential investors to be advised that the offerors remain legally responsible as issuers.

The exemption is consistent with current Commission policy.