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5 October 1993

News Release

Immediate Disclosure of Substantial Security Holdings

With the increased level of interest in the sharemarket, it is timely to remind market participants about the obligations of all persons, including companies, whether listed or unlisted, to disclose, immediately, any substantial holding acquired in the voting securities of a public listed company and any subsequent changes in the level of that holding.

In the interests of an informed market, anyone who is aware of the obligation of others to file such notices, e.g. NZSE member first, Institutions or Custodians and Listed Companies, should take all reasonable steps to see they do so.

Obligations to file notices immediately arise under the Securities Amendment Act Part II and under the NZSE Listing Requirements.

Securities Amendment Act Requirements

Under the Securities Amendment Act 1998 ("Act"), also under the Listing Requirements, any person who owns or controls 5% or more of the voting securities of a listed company is referred to as a "substantial security holder".

Market participants are reminded that the Act requires persons who become, or cease to be, substantial security holders to give immediate notice of this to the New Zealand Stock Exchange and to the listed company itself. The Act also requires substantial security holders to give immediate notice of changes in their holdings which involve 1% or more of the voting securities of the listed company.

A Notice must be filed as soon as the substantial security holder knows, or ought to know that they have become, or ceased to be a substantial security holder or that there has been a change of 1% or more. That means immediately.

The substantial security holder must give particulars of the transaction to which the notice relates including the date of the transaction, the class of voting securities, the consideration and other terms and conditions.

Companies have powers under the Act to require individual persons to disclose information about their shareholdings. Companies are expected to use these powers where appropriate to ensure that the market is kept promptly informed about shareholding changes.

Substantial security holders who fail to provide listed companies and the Exchange with Notices in a timely manner face serious civil penalties such as forfeiture of shares.

The Securities (Substantial Security Holder) Regulations 1989 prescribe the forms on which substantial security holders are required to disclose their shareholdings.

Listing Requirements

For listed companies, Listing Requirement ("LR") 9.1.4 requires listed companies to disclose to the Exchange any changes in their substantial security holders immediately upon learning of them.

In addition, if the listed company is a substantial security holder in another listed company, it must immediately notify the Exchange of the change, giving the necessary particulars.