This notice is the Securities Act (Genesis Energy Limited) Exemption Notice 2011.

This notice comes into force on the day after the date of its notification in the Gazette.

This notice expires on the close of 31 December 2013.

(1) In this notice, unless the context otherwise requires,—

(2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

Genesis and every person acting on its behalf are exempted from regulation 18(1)(a) of the Regulations in respect of the specified securities in so far as that regulation requires a prospectus that contains an offer of the specified securities to have attached to it or be accompanied by a copy of the VAS documents.

The exemption in clause 5 is subject to the condition that the prospectus that contains the offer of the specified securities that is delivered to the Registrar of Companies must—

• (a) have attached to it or be accompanied by a copy of the VAS documents without the excluded provisions; and

• (b) state that the excluded provisions have been excluded from the copies of the VAS documents delivered to the Registrar of Companies; and

• (c) state why the excluded provisions have been excluded; and

• (d) contain a statement of the general nature of the excluded provisions; and

• (e) state—

  • (i) that copies of the VAS documents (without the excluded provisions) may be inspected during the currency of the prospectus on request and without any fee by any person; and

  • (ii) when and where in New Zealand they may be inspected; and

• (f) contain a prominent statement to the effect that the directors of Genesis warrant that the exclusion of the excluded provisions from the VAS documents does not make the prospectus misleading in any material particular by a failure to refer, or give proper emphasis, to any adverse circumstances.

Genesis and every person acting on its behalf are exempted from clause 19(c) of Schedule 2 of the Regulations in respect of the specified securities in so far as that clause applies to the VAS documents.

The exemption in clause 7 is subject to the condition that the prospectus that contains the offer of the specified securities that is delivered to the Registrar of Companies must state—

• (a) that copies of the VAS documents without the excluded provisions may be inspected during the currency of the prospectus on request and without any fee by any person; and

• (b) when and where in New Zealand they may be inspected.

Genesis and every person acting on its behalf are exempted from regulation 26(1)(a) and (c) of the Regulations in respect of the investment statement and any other advertisement for the specified securities in so far as those provisions prohibit an advertisement from stating—

• (a) the amount of assets or net assets of any person or persons other than the total assets or net assets of the borrowing group; or

• (b) the amount of the net assets or the amounts of the total assets and total liabilities of the borrowing group except as provided in regulation 26(2).

The exemptions in clause 9 are subject to the following conditions:

• (a) the investment statement and any other advertisement for the specified securities must comply with regulation 26 of the Regulations, other than in respect of the pro-forma statement; and

• (b) the pro-forma statement must state only the total assets, total liabilities, total borrowings included in the total liabilities, and the total equity of the borrowing group as at 31 December 2010, except as provided in paragraph (d); and

• (c) the amounts stated in the pro-forma statement must—

  • (i) be calculated on a pro-forma basis as if Genesis had completed and funded the acquisition of the Tekapo stations as at 31 December 2010; and

  • (ii) be based on the unaudited consolidated interim statement of financial position for the borrowing group as at 31 December 2010; and

• (d) the pro-forma statement must—

  • (i) include the purchase price for the acquisition of the Tekapo stations set out in the shareholding Ministers' direction under section 117(2) of the Electricity Industry Act 2010 or, if no final direction has been given at the time of publication of the investment statement or other advertisement that includes the pro-forma statement (as the case may be), the most recent draft of the shareholding Ministers' direction that has been received by Genesis at that time; and

  • (ii) describe how Genesis proposes to fund the acquisition of the Tekapo stations; and

  • (iii) be referred to in the prospectus for the specified securities; and

• (e) the investment statement and any other advertisement for the specified securities that includes the pro-forma statement must include an explanation to the effect that the pro-forma statement—

  • (i) is not a statement of the assets of the borrowing group; and

  • (ii) has not been audited; and

  • (iii) has been prepared on the assumption that the Tekapo stations were acquired as at 31 December 2010; and

  • (iv) includes values attributed to the acquisition of the Tekapo stations that the directors believe to be fair for the reasons outlined in the prospectus; and

• (f) the investment statement and any other advertisement for the specified securities that includes the pro-forma statement must refer to this exemption notice and include a statement to the effect that more information on the exemption is set out in the prospectus for the specified securities; and

• (g) the prospectus for the specified securities must—

  • (i) include the unaudited consolidated interim statement of financial position for the borrowing group as at 31 December 2010 as an appendix to the prospectus; and

  • (ii) contain a statement to the effect that the valuation of the Tekapo stations consists of an expression of opinion by the directors of Genesis; and

  • (iii) state whether the pro-forma statement is prepared on a basis consistent with the requirements of GAAP as it would apply to financial statements.