Securities Commission - 3 December 2004
3 December 2004
Auckland Investment Properties Limited, Commercial Investment Properties Limited and Cheryl Macaulay offer enforceable undertaking
The Securities Commission has accepted an enforceable undertaking from Auckland Investment Properties Limited, Commercial Investment Properties Limited, and the sole director of both companies, Cheryl Macaulay.
Offer documents distributed by Auckland Investment Properties Limited during August and September 2004 did not comply with securities legislation. In particular, the offers in the investment statement and the registered prospectus were inconsistent and were for different securities. This effectively meant that there was no prospectus for the securities offered in the investment statement.
In addition, the rate of return given in the investment statement and associated advertising was misleading as it was not based on the total cost of the investment. Investors were required to take up both ordinary shares and redeemable preference shares, but the rate of return was based on the cost of the redeemable preference shares only and was therefore higher than the actual return investors were likely to receive.
The Commission cancelled the registration of the prospectus and prohibited distribution of the investment statement and the advertising for the offer.
The company acknowledged the
Commission’s concerns and immediately undertook to refund
all money raised by the offer to investors.
The enforceable undertaking relates to this offer by Auckland Investment Properties Limited, as well as any future offers of securities involving Auckland Investment Properties Limited, Commercial Investment Properties Limited (who promoted the offer) or Ms Macaulay.
Undertakings given by these parties include: ensuring that any future offer of securities to the public will be made in an investment statement, registered prospectus or advertisement that complies with securities law; getting advertising prepared or reviewed by professional advisers experienced in securities law; preparing and adhering to a compliance plan to assist in ensuring future compliance with securities law.
The enforceable undertaking is on the Commission's website, www.sec-com.govt.nz.