New Zealand Legislation: Regulations

12 Condition of exemption in clause 11

• The exemption in clause 11 is subject to the condition that the registered prospectus relating to the offer contains statements from Quayside's auditor in, or substantially in, the following form:

  “In reliance upon the Securities Act (Quayside Holdings Limited) Exemption Notice 2008 (the QHL Exemption), as explained on page [ ], the prospective statements of cash flows of the group do not contain cash flows of Quayside's subsidiary, Port of Tauranga Limited (POTL), and POTL's subsidiaries, other than the prospective dividend cash flows from POTL to Quayside's subsidiary Quayside Securities Limited (as trustee of the Quayside Unit Trust). This results in the prospective statements of cash flows not being presented on a basis consistent with the accounting policies normally adopted by the group.

  “In our opinion, the prospective statements of cash flows for the years ending 30 June 2008 and 30 June 2009 required by clause 10 of the QHL Exemption and set out on page [ ], so far as the accounting policies and calculations are concerned, have been properly compiled on the footing of the assumptions made or adopted by Quayside set out on page [ ] and, except for the matter noted in the preceding paragraph, are presented on a basis consistent with the accounting policies normally adopted by the group.”