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Mighty River Power Share Offer

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Mighty River Power Share Offer Mighty River Power Share Offer. Share In It. Initial Public Offering of Ordinary Shares in Mighty River Power Limited Investment Statement and Prospectus 5 April 2013 The Financial Markets Authority regulates conduct in financial markets The Financial Markets Authority regulates conduct in New Zealand’s financial IMPORTANT INFORMATION markets. The Financial Markets Authority’s main objective is to promote and facilitate the development of fair, efficient, and transparent financial markets. For more information about investing, go to http://www.fma.govt.nz (The information in this section is required under the Securities Act 1978.) Financial advisers can help you make investment decisions Using a financial adviser cannot prevent you from losing money, but it should be able Investment decisions are very important. They to help you make better investment decisions. Financial advisers are regulated by the Financial Markets Authority to varying levels, often have long-term consequences. Read all depending on the type of adviser and the nature of the services they provide. Some documents carefully. Ask questions. Seek advice financial advisers are only allowed to provide advice on a limited range of products. When seeking or receiving financial advice, you should check— before committing yourself. · the type of adviser you are dealing with: · the services the adviser can provide you with: · the products the adviser can advise you on. Choosing an investment A financial adviser who provides you with personalised financial adviser services may be required to give you a disclosure statement covering these and other matters. When deciding whether to invest, consider carefully You should ask your adviser about how he or she is paid and any conflicts of interest he or she may have. the answers to the following questions that can be Financial advisers must have a complaints process in place and they, or the financial services provider they work for, must belong to a dispute resolution scheme if they found on the pages noted below: provide services to retail clients. So if there is a dispute over an investment, you can Page ask someone independent to resolve it. Most financial advisers, or the financial services provider they work for, must also be registered on the financial service providers register. You can search for information What sort of investment is this? 10 about registered financial service providers at http://www.fspr.govt.nz You can also complain to the Financial Markets Authority if you have concerns about Who is involved in providing it for me? 10 to 11 the behaviour of a financial adviser. Important Notice How much do I pay? 11 to 12 This Offer Document relates to the Offer by the Crown of ordinary shares in Mighty River Power Limited. A description of the Offer and the Shares is set out in Section 7.1 Details Of The Offer. What are the charges? 12 This Offer Document is a combined investment statement and prospectus for the purposes of the Securities Act and the Securities Regulations and is prepared as at, What returns will I get? 12 to 13 and dated, 5 April 2013. The purpose of this Offer Document is to provide certain key information that is likely What are my risks? 13 to 15 to assist you to decide whether or not to acquire Shares. This Offer Document is an important document and should be read carefully before Can the investment be altered? 15 deciding whether or not to invest in Mighty River Power. No-one is authorised by the directors of Mighty River Power or the Crown to give any How do I cash in my investment? 15 to 16 information or make any representation in connection with this Offer which is not contained in this Offer Document or in other communications from the directors and the Crown. You should not rely upon any information or representation which is not Who do I contact with inquiries about contained within this Offer Document or which has not been specifically authorised 16 my investment? by both the directors and the Crown. If you are in any doubt as to any aspect of the Offer you should consult your financial Is there anyone to whom I can complain or legal adviser or an NZX Firm. 16 if I have problems with the investment? You should seek your own taxation advice on the implications of an investment in the Shares. What other information can I obtain No Guarantee 16 about this investment? No person guarantees the Shares offered under this Offer Document. No person warrants or guarantees the performance of the Shares or any return on any investments made pursuant to this Offer Document. In addition to the information in this document, Registration important information can be found in the current A copy of this Offer Document, duly signed by or on behalf of the directors of Mighty registered prospectus for the investment. You are River Power and the Crown, and having endorsed thereon or attached thereto copies of the documents and other materials required by section 41 of the Securities Act, 1 entitled to a copy of that prospectus on request. has been delivered to the Registrar of Financial Service Providers for registration in accordance with section 42 of the Securities Act. The documents required by section 41 of the Securities Act to be endorsed on or attached to the copy of this Offer Document delivered to the Registrar of Financial Service Providers are: · the report of the Auditor in respect of certain financial information included in this Offer Document, as set out in this Offer Document; · the signed consent of the Auditor to the audit report appearing in this Offer Document; · the signed consent of Ernst & Young Transaction Advisory Services Limited to the investigating accountant’s report appearing in this Offer Document; · the signed consent of Beca Carter Hollings & Ferner Limited to the independent engineer’s report appearing in this Offer Document; 1. This is the wording required by Schedule 13 to the Securities Regulations 2009, · copies of the material contracts referred to under the heading “Material which contemplates a separate investment statement and prospectus. This Contracts” in Section 7.2 Statutory Information; and Offer Document comprises both an investment statement and a prospectus, · letters of authority authorising this Offer Document to be signed by an agent of and accordingly the prospectus available on request is identical to this document. any director of Mighty River Power or the Crown (if and where required). Consideration Period Initial quotation of the Shares on the NZX Main Board is expected to occur on or about 10 May 2013 (on a conditional settlement basis) under the stockcode ‘MRP’. Pursuant to section 43C of the Securities Act, the Financial Markets Authority will be notified once this Offer Document is registered with the Registrar of Financial Service ASX listing Providers. The Financial Markets Authority will have the opportunity to consider Application will be made to ASX after this Offer Document (accompanied by the whether the Offer Document: (a) complies with the Securities Act and the Securities Additional Australian Information) is lodged with ASIC for Mighty River Power to Regulations; (b) contains any material misdescription or error or any material matter be admitted to the official list of the ASX and for the Shares to be granted official that is not clearly legible; and (c) is false or misleading as to a material particular or quotation on the equities securities market operated by ASX. The ASX is not a omits any material particular. Nothing in this section or in any other provision of the registered market under the Securities Markets Act 1988. Securities Act limits the Financial Markets Authority’s power to consider or reconsider ASX takes no responsibility for the contents of this Offer Document and the these matters in respect of this Offer Document at any time. Additional Australian Information or for the merits of the investment to which this Offer Document and the Additional Australian Information relate. Admission to the To avoid any doubt, the Financial Markets Authority has not approved, and will not at official list of the ASX and quotation of the Shares on the ASX are not to be taken any time approve, the Offer or the Offer Document and does not guarantee the Shares. as an indication of the merits, or as an endorsement by ASX, of Mighty River Power The Financial Markets Authority may, if it considers that it is desirable in the public or the Shares. interest, exercise its powers to: (a) make an order prohibiting the allotment of Initial quotation of the Shares on the ASX is expected to occur on or about 10 May Shares under this Offer Document for a period not exceeding 18 months; and/or 2013 (on a conditional and deferred settlement basis) under the stockcode ‘MYT’. (b) cancel the registration of this Offer Document. If the Financial Markets Authority makes an order prohibiting the allotment of Shares under this Offer Document, no Subject to certain conditions (including any waivers obtained by Mighty River Power allotment may be made of any Shares subscribed for (whether before or after the from time to time), Mighty River Power will be required to comply with the ASX order is made) during the period in which the order is in force and all subscriptions Listing Rules. received for Shares that have not been allotted before the order is made must be immediately repaid to subscribers. If the Financial Markets Authority cancels Risk And Suitability Of An Investment In Mighty River Power the registration of this Offer Document, no allotment may be made of any Shares subscribed for (whether before or after the order is made) and all subscriptions This Offer Document does not take into account each investor’s investment received for Shares that have not been allotted before the cancellation must be objectives, financial situation and particular needs.
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