Securities Act

Heartland does not offer investments or securities to the public. Investment opportunities are only available to certain persons who are not members of the public or who are eligible persons, as defined in the Securities Act 1978.

Extracts from selected sections of the Securities Act 1978 (“the Act”) are provided below. Heartland provides no warranty as to the correctness of these sections and those seeking to register as an investor should seek independent professional advice.

Section 3 - Construction of references to offering securities to the public

(2)        None of the following offers shall constitute an offer of securities to the public:

(a)        An offer of securities made to any or all of the following persons only:

(i)         Relatives or close business associates of the issuer or of a director of the issuer:

(ii)        Persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money:

(iia)      persons who are each required to pay a minimum subscription price of at least $500,000 for the securities before the allotment of those securities:

(iib)      persons who have each previously paid a minimum subscription price of at least $500,000 for securities (the initial securities) in a single transaction before the allotment of the initial securities, provided that—

(A)       the offer of the securities is made by the issuer of the initial securities; and

(B)       the offer of the securities is made within 18 months of the date of the first allotment of the initial securities:

(iii)       Any other person who in all the circumstances can properly be regarded as having been selected otherwise than as a member of the public:

Section 5 – Exemptions from this Act

(2CBA) Nothing in Part 2 (except sections 38B and 58) or the regulations applies in respect of a security if—

(a)        the only persons in New Zealand who are able, under the terms of the offer of the security, to subscribe for the security are—

(i)         eligible persons; and

(ii)        persons who fall within 1 or more of the categories set out in subparagraphs (i) to (iii) of section 3(2)(a); and

(b)        the subscriber is either—

(i)         an eligible person; or

(ii)        a person who falls within 1 or more of the categories set out in subparagraphs (i) to (iii) of section 3(2)(a).

(2CC)  For the purposes of subsections (2CB) and (2CBA), a person is an eligible person if the person is 1 or more of the following:

(a)        wealthy (as defined in subsection (2CD)):

(b)        experienced in investing money (as defined in subsection (2CE)):

(c)        experienced in the industry or business to which the security relates (as defined in subsection (2CE)).

(2CD)  For the purposes of subsection (2CC)(a), a person is wealthy if an independent chartered accountant certifies, no more than 12 months before the offer is made, that the chartered accountant is satisfied on reasonable grounds that the person—

(a)        has net assets of at least $2,000,000; or

(b)        had an annual gross income of at least $200,000 for each of the last 2 financial years.

(2CDA)To avoid doubt, for the purposes of subsections (2CC)(a) and (2CD), person includes—

(a)        the trustees of a trust acting jointly in their capacity as trustees of that trust; and

(b)        the sole trustee of a trust acting in his, her, or its capacity as trustee of that trust.

(2CE)  For the purposes of subsection (2CC)(b) and (c), a person is experienced in investing money or in the industry or business to which the security relates (as the case may be) if—

(a)        an independent financial service provider is satisfied on reasonable grounds that the person to whom the offer is made, as a result of having experience of that kind, is able to assess—

(i)         the merits of the offer; and

(ii)        the value of the security; and

(iii)       the risks involved in accepting the offer; and

(iv)       that person's own information needs; and

(v)        the adequacy of the information given by the person making the offer; and

(b)        the financial service provider gives the person to whom the offer is made, before the security is allotted to the person, a written statement of the financial service provider's reasons for being satisfied as to those matters; and

(c)        the person to whom the offer is made signs a written acknowledgment, before the security is allotted to the person, that—

(i)         the financial service provider has given the person neither an investment statement nor a registered prospectus relating to the security; and

(ii)        the person understands that he, she, or it will not receive information usually provided by an issuer in respect of an offer of securities to the public including (in particular) an investment statement and a registered prospectus.

(2CF)   For the purposes of subsection (2CE),—

financial service provider means a person whose principal business consists of 1 or more of the following:

(a)        the giving of investment advice:

(b)        the receiving of investment money:

(c)        the receiving of investment property

investment advice has the same meaning as in section 2(1) of the Securities Markets Act 1988

investment money means any money received from, or on account of, a member of the public in relation to buying or selling securities

investment property  means security certificates or other valuable property received from, or on account of, a member of the public in relation to buying or selling securities.