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Summary of

Securities Act (Nuplex Industries Limited) Exemption Notice 2004

2004/395

Gazetted on 16 November 2004
Expires on 30 April 2005

Effects of the exemption
Nuplex Industries Limited ("Nuplex") is able to offer shares under a share purchase plan without a prospectus or investment statement. However, the company is required to provide investors with an offer document for the plan.

Background
Nuplex is seeking an exemption to facilitate a limited offer of shares to existing shareholders in New Zealand and Australia.

The exemption
Nuplex is exempted from sections 37 and 37A of the Securities Act 1978 and from the Securities Regulations 1983, except regulation 8.

The exemption relates to offers of shares under a share purchase plan which meets the following criteria:

• the offer must be open to all shareholders holding that class of shares, except a shareholder outside New Zealand where there is a risk of breaching the laws in that jurisdiction;
• the offer must be made to all eligible shareholders on the same terms and conditions;
• the right to purchase the shares must not be renounceable;
• the shares being issued must carry the same rights as each other and as shares of the same class already issued;
• the share issue price must be less than the average market price of Nuplex's shares for a period stated in the share purchase plan that falls within the month before the offer date or issue date;
• the issue price must be fixed and publicly notified before the shares are allotted; and
• no single shareholder can purchase more than $5,000 of the shares.

Conditions

The exemption is subject to the following conditions:

• before subscribing, shareholders must have received a document that:
  • is signed by Nuplex's directors;
  • contains the share offer;
  • describes how and when the subscription price will be determined;
  • describes how and when payment for the shares is to be made;
  • describes the relationship between the subscription price and the market price for the shares;
  • warns that the market price may change before the shares are allotted, and describes the effect this would have on the price or value of the shares being offered; and
  • states that a subscriber may obtain Nuplex's most recent annual report and financial statements from the company free of charge;
• as soon as practicable after the subscription price has been fixed, Nuplex must publish
  • the subscription price; and
  • an accompanying statement, signed by the company's directors, to certify that when the subscription price was fixed, Nuplex had no information not publicly available that would, or would be likely to, have a material effect on the realisable price of the shares if the information were publicly known;
• Nuplex must not allot the shares if, when the subscription price was fixed, Nuplex had information not publicly available that would, or would be likely to, have a material effect on the realisable price of the specified securities if the information were publicly known.

Reasons
The exemption allows Nuplex to undertake limited fund-raising from existing shareholders. The exemption will reduce compliance costs for Nuplex and the offer will allow the shareholders to purchase shares at a discounted price.

The exemption is limited to an offer of equity securities to raise a capped amount of capital, and the offer is not intended to be part of a continuing plan of capital raising. Any significant fund-raising will require full offer documents.

The conditions of the exemption require that investors receive certain important information about the offer. As the offer under the exemption can be made only to existing shareholders, and as Nuplex is subject to the continuous disclosure requirements of the Securities Markets Act 1988 and the Listing Rules of the NZX and ASX, investors will have access to key relevant information on which to make their investment decision.