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Enforceable undertakings by Aquiline Holdings

15 March 2004

Enforceable undertakings by Aquiline Holdings Limited
and Messrs R J Scott, G M Cowley, D B Oldershaw and J McCrea

The Commission has accepted enforceable undertakings from Aquiline Holdings Limited (AHL) and its directors, Messrs R J Scott, G M Cowley, D B Oldershaw & J McCrea.

The Commission investigated offers and allotments of shares by AHL after publicity about the company. The company has not registered a prospectus. The Commission was concerned that some shares may have been allotted in breach of the Securities Act 1978. This could mean that allotments of these shares were void and investors were entitled to have their money refunded.

AHL and its directors informed the Commission that they believe they have complied at all times with the law. However, AHL and its directors have acknowledged the Commission’s concerns. AHL plans to remove uncertainty about its past share offers and allotments. It will do this by offering replacement shares to its existing shareholders pursuant to a registered prospectus. As part of this, it will give any shareholders whose shares were allotted in contravention of the law the opportunity to receive a refund of their money.

The Commission considered that shareholders should know about the Commission’s concerns and also about:
- the consequences of any share allotments being void;
- the rights of the shareholders and the remedies available to them;
- the obligations of AHL to shareholders; and
- the steps AHL intends to take to ensure future allotments comply with the law.

Consequently, the Commission sought undertakings from the company to confirm these matters. AHL and its directors have offered these undertakings:
- all offers of securities made to the public will comply with the law;
- before the new shares are issued, they will offer any shareholder who was allotted shares in breach of the Act the opportunity to cancel their shares and receive a refund of their money plus interest as specified by the Act; and
- if any shareholder exercises these rights AHL will cancel the shares and refund the money, together with interest, within 15 working days of the closing date of the offer of new shares.

The Commission has agreed to accept the undertakings. If the parties fail to comply with the undertakings, they can be enforced by the Court.

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

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