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Enforceable undertakings accepted by Sec. Com.


News Release

3 September 2003

Enforceable undertakings accepted by Securities Commission

Bridgecorp Investments Limited & Mr. R.M. Petricevic

The Commission has accepted enforceable undertakings from Bridgecorp Investments Limited (Bridgecorp) and its director, Mr R.M. Petricevic.

An advertisement referring to an offer of capital notes by Bridgecorp was published in Asset magazine in May and June 2003. The advertisement was modified from a media release that was prepared and distributed by Bridgecorp’s marketing agency.

The advertisement did not comply with securities law in that it did not refer to an investment statement. The Commission also considered that it contained potentially misleading information.

Neither Bridgecorp personnel nor Bridgecorp’s marketing agency considered the advertisement to be an advertisement to which the securities laws applied. The advertisement was not checked for compliance with the law. Bridgecorp said the advertisement was not intended to directly solicit funds, but to inform the public about a variation of the terms in Bridgecorp’s offer documents. Bridgecorp believes that no funds were received by it from the public as a result of the advertisement.

Bridgecorp and Mr Petricevic have given undertakings to the Commission including that:
- the advertisement will not be used again;
- they will not distribute nor permit distribution of an advertisement relating to an offer of securities to the public without professional advice;
- they will prepare a compliance plan, so that their advertising complies with the law;
- employees who prepare advertising are trained in the law’s requirements for advertisements for offers of securities; and
- Bridgecorp’s auditors will report annually on its compliance with the plan.

These undertakings are enforceable in the Court.

The full text of the signed undertaking is published on www.sec-com.govt.nz


Stage Three/Four Limited, Pinnacle Hill Farms Limited & Mr Stuart George Searle

The Securities Commission has accepted enforceable undertakings from Stage Three/Four Limited, Pinnacle Hill Farms Limited & Mr Stuart George Searle in respect of an offer to the public of shares in Stage Three/Four Limited that did not comply with securities law.

Mr Stuart George Searle is the sole director of both companies.

As part of its development of the Brunswick Park Stage 3 subdivision near Rotorua, Pinnacle Hill Farms Limited (Pinnacle) installed a water reticulation system.

Pinnacle sold the water system to Stage Three/Four Limited (Stage Three/Four), but retained the shares in Stage Three/Four. Shares in Stage Three/Four were offered to the public along with the sale of residential property lots in the development and allotted without a registered prospectus or investment statement. This contravened the Securities Act 1978.

The offer of shares was intended to result in the owners of the lots in the subdivision paying for, and effectively owning, the water system.

At the time the shares were allotted, the companies and Mr Searle were unaware that the offers did not comply with the law and that the allotments were void.

Subsequently Stage Three/Four applied to the Commission for exemptions from sections 33, 37, 37A, 38A and 54B(3) of the Securities Act for future offers of shares.

The companies and Mr Searle have offered undertakings that:
- any further offer of securities made to the public will comply with the law or with an exemption granted by the Commission; and
- they will hold all subscription money in trust, cancel shares already allotted and refund, with interest, the subscription of any person who does not re-apply for the shares, offered in compliance with the securities laws, within 15 working days of the date of the undertaking.

These undertakings can be enforced in the Court.

The full text of the signed undertaking is published on www.sec-com.govt.nz


ENDS


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