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Exemptions in respect of initial offer

Securities and Futures (Offers of Investments) (Exemption for Business Trusts) Regulations 2005

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—(1) Where a person makes the initial offer of units or derivatives of units in SP Australia Networks (Finance) Trust or an Additional Trust in any of the circumstances specified in section 273(1)(a), (b), (c), (cj) and (ck) of the Act, the person is, subject to the conditions set out in paragraph (3), exempt from the requirements under Subdivision (2) of Division 1 of Part XIII of the Act (other than section 257 of the Act).(2) Where a person makes the initial offer of units or derivatives of units in SP Australia Networks (Finance) Trust or an Additional Trust in circumstances other than the circumstances specified in section 273(1)(a), (b), (c), (cj) and (ck) of the Act —(a)he shall, subject to the conditions set out in paragraph (3) and the Schedule, be exempt from —(i)the requirement under section 239C(1) of the Act for SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, to be a registered business trust; and(ii)the requirements under sections 243, 246, 251 and 260 of the Act; and(b)he shall, subject to the conditions set out in paragraph (4), be exempt from the requirements under section 249(1) of the Act in respect of a relevant statement which —(i)is not made by the expert in connection with the offer concerned;(ii)is not made by the expert for the sole benefit of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be; (iii)does not relate specifically to the affairs of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be; and(iv)is a correct and fair copy or a representation of, or an extract from, a statement made or information published by a source which the persons signing the prospectus or profile statement reasonably believe to be reliable.(3) For the purposes of paragraphs (1) and (2)(a), the conditions are that —(a)SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, shall not make any distribution to the holders of the units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, unless the board of directors of the Stapled Companies and the responsible entity of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, issue a written statement that they are satisfied on reasonable grounds that, immediately after making the distribution, the Stapled Companies and SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, are able to fulfill the liabilities of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, as these liabilities fall due; (b)SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, is constituted as a managed investment scheme within the meaning of and regulated as such under the Australia Corporations Act;(c)the responsible entity of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, shall not carry on any business other than the business of management and operation of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be; and(d)the responsible entity of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, shall not, without the prior approval of a majority of the number of votes of the holders of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, who, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at a general meeting, exercise any power —(i)to issue units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be; or(ii)to make or grant an offer, agreement or option which would or might require units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, to be issued. (4) For the purposes of paragraph (2)(b), the conditions are that —(a)the expert is a person whom the persons signing the prospectus or profile statement reasonably believe to be an expert who —(i)has no material interest in the success of the issue or sale of the units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be; and(ii)is not acting at the instigation of, or by arrangement with, the responsible entity of SP Australia Networks (Finance) Trust or the Additional Trust (acting in its capacity as responsible entity of SP Australia Networks (Finance) Trust or the Additional Trust), as the case may be, a director of the responsible entity of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, a proposed director of the responsible entity of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, or a person who has a material interest in the success of the issue or sale of the units or derivatives of units in SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be; and(b)wherever the relevant statement appears in the prospectus or profile statement, there shall be included in the prospectus or profile statement, as the case may be —(i)a statement that the expert has not consented to the inclusion of the relevant statement for the purposes of section 249 of the Act and is thereby not liable for the relevant statement under sections 253 and 254 of the Act;(ii)any disclaimer made by the expert in relation to reliance on the contents of the relevant statement which the persons signing the prospectus or profile statement, as the case may be, are reasonably aware;(iii)a statement as to whether the persons signing the prospectus or profile statement, as the case may be, have verified the accuracy of the contents of the relevant statement;(iv)a statement as to whether the persons signing the prospectus or profile statement, as the case may be, have included the relevant statement in its proper form and context in the prospectus or profile statement, as the case may be; and(v)a proper citation identifying the source of, and the location within the source of, the relevant statement, including, where available, the following details of the source:(A)each author or editor;(B)the title;(C)the publication date and every revision date; and(D)where the source is published on an Internet website, the uniform resource locator (URL) and version date.(5) In this regulation, “relevant statement” means a statement purporting to be made by, or to be based on a statement made by, an expert, which is included in a prospectus or profile statement relating to the offer of units or derivatives of units referred to in paragraph (2).

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