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• Substantial Security Holder
• Appendix B

• Financial Sector Policy

• Securities Law, Securities Markets Law and Settlement Systems

• Review of Securities Legislation

• Discussion Documents

• Notes to Form 1
  • 1. Stock Exchange
  • 2. Overall Totals
  • 3. Beneficial/Non-Beneficial Relevant Interests
    • Class
  • 4. Which Relevant Interests Are to Be Disclosed
  • 5. Registered Holders
  • 6. Details of Non-Beneficial Relevant Interests
  • 7. Details of Transactions
  • 8. Documents Required to Accompany Notice in Case of Non-Beneficial Relevant Interests or Change in Nature of Relevant Interests
  • 9. Miscellaneous
• Form 1: Substantial Securities Holder Notice
• Form 2: Notice Requiring Disclosure of Relevant Interests
• Form 3: Notice Requiring Person Who Is Believed to Hold a Relevant Interest in Public Issuer to Disclose Information

Notes to Form 1

These notes do not form part the notice. Every notice must contain the information specified in the form and the information required by regulations 6 to 14.

1. Stock Exchange

A copy of this notice must be sent to the New Zealand Stock Exchange, or any other stock exchange registered under the Sharebrokers Act 1908, on which the securities of the public issuer are listed at the same time as it is sent to the public issuer.

[ Editorial Note: Note 1: Words "the New Zealand Stock Exchange, or any other" are to be omitted and word "any" is to be substituted on the "restructuring day", by 2002 No 1 (P), s18(2) & s2(1). ]

2. Overall Totals

Give-

1. The total number of the public issuer's voting securities in which a relevant interest is held:
2. The total number of voting securities issued by the public issuer. The most recent statement given by the public issuer to security holders of the total number of voting securities issued by the public issuer should be used unless the person giving the notice knows that that number is not correct and knows the correct number:
3. The total percentage in which a relevant interest is held.

3. Beneficial/Non-Beneficial Relevant Interests

A person has a beneficial relevant interest in a voting security if that person is a beneficial owner of the security. A person has a non-beneficial relevant interest in a voting security if the person has a relevant interest in the security other than by reason of being a beneficial owner of the security.

Where a relevant interest has changed in nature from being a non-beneficial to a beneficial relevant interest (or vice versa), complete both columns to show the effect of the change in nature of the relevant interest.

Class

If a relevant interest is held in the voting securities of more than one class, fill out a separate table for each class, and annex it to the notice.

4. Which Relevant Interests Are to Be Disclosed

Give details of the following relevant interests:

1. In the case of a notice that a person has become a substantial security holder, every relevant interest:
2. In the case of a notice of a change in total number of voting securities in which relevant interest is held, the relevant interest(s) affected by the transaction or transactions from which the change results:
3. In the case of a notice that a person has ceased to be a substantial security holder, the relevant interest(s) affected by the transaction or transactions as a result of which the person ceased to be a substantial security holder:
4. In the case of a notice of a change in the nature of a relevant interest, the relevant interest(s) in respect of which there has been a change in nature.

5. Registered Holders

Give the name of the registered holder(s) of the voting securities, or the name of the person(s) who are intended to be the registered holder(s) once any transfers involved in the transactions giving rise to the notice have been registered.

If the substantial security holder has relevant interests in more than one registered holding, give details of each of those registered holdings, and annex it to the notice.

6. Details of Non-Beneficial Relevant Interests

In respect of each non-beneficial relevant interest required to be disclosed, give the provision(s) of section 5 of the Securities Amendment Act 1988 under which the relevant interest arises.

7. Details of Transactions

In respect of each transaction pursuant to which the relevant interest was acquired or disposed of, or from which the change results, give-

1. The date of the transaction pursuant to which the relevant interest was acquired or disposed of, or otherwise arose or ceased, or from which the change in number or nature results:
2. The number of voting securities affected by that transaction:
3. The consideration (if any), for that transaction, expressed in New Zealand dollars (including the value of benefits received or to be received (if any)):
4. A description of the nature of that transaction, including the names (if known) of the other party or parties to that transaction (unless it is a transaction on the stock exchange).
   e.g. Listing on New Zealand Stock Exchange:
   Joint venture with (name):
   Sale on the New Zealand Stock Exchange:
   Off-market purchase from (name)
   Exercise of right of purchase under an option to acquire voting securities.

If a relevant interest was acquired or disposed of, or otherwise arose or ceased, from more than one transaction, or if the change in number or nature of the relevant interest results from more than one transaction, give the details for each transaction separately, and annex it to the notice.

However, give the details in aggregate for stock exchange transactions as follows:

1. The date of the transaction may be expressed as the date of the beginning and the date of the end of the period over which the stock exchange transactions occurred:
2. Information as to the number of voting securities and the consideration may be expressed as an aggregate number or amount for that period.

If the substantial security holder has 2 or more relevant interests in the same voting security, or in different voting securities, of the public issuer, the information prescribed by regulation 10 must be disclosed for each relevant interest, and annexed to form 1.

8. Documents Required to Accompany Notice in Case of Non-Beneficial Relevant Interests or Change in Nature of Relevant Interests

The notice must be accompanied by, or have annexed, relevant documentation if the notice discloses-

1. A relevant interest that arises, or a change in the total number of voting securities in which a relevant interest is held, other than by reason of the substantial security holder having, or ceasing to have, a beneficial relevant interest in any voting securities; or
2. A change in the nature of any relevant interest, including any amendments to relevant documentation in respect of a relevant interest.

Relevant documentation means-

1. Copies of every written contract, agreement, deed, or instrument; or
2. Copies of any written document recording the material terms of any oral agreement; or
3. If there are no such documents, a memorandum in writing specifying the material terms of any trust, agreement, arrangement, or understanding,- from which the relevant interest arises, or the change results, or, in the case of a notice that discloses a change in the nature of any relevant interest, from which the change in the nature of any relevant interest results.

It does not include a document that has accompanied, or been annexed to, another notice given to the same person under Part II of the Act, if the current notice indicates the date of the other notice.

Neither does it include a document in respect of a stock exchange transaction.

9. Miscellaneous

Give-

1. The number of pages that accompany the notice (if any):
2. The date of the last notice (if any) given to the public issuer in compliance with Part II of the Securities Amendment Act 1988 by the person(s) on whose behalf this notice is given:
3. The names of any other person(s) who are believed also to have given, or to be intending to give, a notice under the regulations in relation to the securities to which the notice relates.