3466 NEW ZEALAND GAZETTE, No. 144 30 SEPTEMBER 2009

SECOND APPENDIX

BLOODSTOCK SYNDICATION

CODE OF PRACTICE

(made by the Board pursuant to Rule 432 of the New Zealand Rules of Racing)

1 DEFINITIONS

1.1 In this Code of Practice the following words and expressions shall have the following meanings:

“Advertisement” means an advertisement as defined in section 2(1) of the Securities Act 1978. It includes any form of communication authorised or instigated by or on behalf of the syndicate promoter, or prepared with the cooperation of or by arrangement with the syndicate promoter, that contains or refers to an offer of securities. It applies to a communication that is merely intended to or likely to result in the public seeking further information or advice about an investment opportunity.

“Associated Person” has the meaning ascribed to the term associated person by section 8 of the Income Tax Act [1976] [2007] and in the case of a Bloodstock Company shall also include the directors and promoters of a Bloodstock Company.

“Authorised Syndicator Status” means that a Syndicate Promoter has been authorised under this Code of Practice to syndicate thoroughbred bloodstock and/or interests in thoroughbred bloodstock to the public, or that a Bloodstock Company has been authorised under this Code of Practice to offer its shares to the public.

“Amateur Authorised Syndicator” means a person who has Authorised Syndicator status who offers interests in two or less horses to the public in any one calendar year.

“Bloodstock” means thoroughbred bloodstock.

“Bloodstock Company” means a company which has Authorised Syndicator status under this Code of Practice and which in the opinion of the Board has as its principal business activity the ownership, management, breeding or racing of thoroughbred horses and/or interests in thoroughbred horses.

“Board” means the Board of New Zealand Thoroughbred Racing.

“Chief Executive” means the duly appointed Chief Executive of New Zealand Thoroughbred Racing.

“Code of Practice” means all the provisions set out herein relating to the syndication of thoroughbred bloodstock or the offer of shares in Bloodstock Companies to the public as authorised by the Securities Act (Bloodstock) Exemption Notice [1997] [2002].

“Compliance Agreement” means a written agreement on form COP 2 under which a Syndicate Promoter agrees with the Board for the time being of New Zealand Thoroughbred Racing to comply with and be bound by the provisions of this Code of Practice.

“Person” includes a natural person, partnership, firm, corporation or other body.

“Syndicate” means a partnership, [special][limited] partnership or other syndicate formed or to be formed solely for the purposes of owning, managing, racing or breeding bloodstock or interests in bloodstock in accordance with this Code of Practice.

“Syndicate Promoter” means a person who offers interests in bloodstock to the public, or shares in a Bloodstock Company to the public, pursuant to this Code of Practice.

“Valuer” or “Bloodstock Valuer” means a bloodstock valuer who has been entered on the Register of Bloodstock Valuers (maintained by Thoroughbred Racing) in accordance with clause 9 of this Code of Practice.

2 APPROVAL OF SYNDICATE PROMOTERS

2.1 Persons wishing to obtain Authorised Syndicator status must apply to the Board through the Chief Executive. An application must be accompanied by payment of the appropriate fee. Authorised Syndicator Status may be granted to individuals, partnerships, approved companies [as defined in the New Zealand Rules of Racing] and special purpose Bloodstock Companies as defined in clause 1.1 of this Code of Practice.