30 SEPTEMBER 2009 NEW ZEALAND GAZETTE, No. 144 3467

If the applicant is a Bloodstock Company it shall at the time of application submit copies of its constitution. The Articles or constitution shall include the provisions required by clause 22.2 of this Code of Practice.

Shares in such special purpose Bloodstock Companies may be offered to the public pursuant to this Code of Practice. Each Bloodstock Company must be an Authorised Syndicator itself regardless of whether the person seeking to establish the company is an Authorised Syndicator or not.

A Syndicate Promoter must complete and execute a Compliance Agreement. The Chief Executive will issue a Certificate of Authorised Syndicator Status if the application is approved by the Board.

2.2 Authorised Syndicator status enables the person to whom this status has been granted to syndicate bloodstock to the public or to offer shares in a Bloodstock Company to the public under this Code of Practice without the need for that offer to be effected through a registered prospectus under the Securities Act 1978. The Board will be entitled to refuse to grant Authorised Syndicator Status upon any of the following grounds:

(a) The person or any associated person is disqualified under the Rules of Racing.

(b) The person or any associated person has been convicted of any criminal or fraudulent act, omission or conduct.

(c) The person is unable to demonstrate to the satisfaction of the Board that he/she/it has the ability to meet the Board’s management and client servicing requirements.

(d) The person, if an individual, or any associated person is not twenty years or over.

(e) The person or any associated person has, in the sole opinion of the Board, an unsatisfactory record in either bloodstock syndication or trading.

(f) The Board is not satisfied by the production of written evidence acceptable to it that the person is financially sound and of good character.

2.3 Amateur status may be granted to persons who have Authorised Syndicator status who do not offer shares in more than two horses to the public in any one calendar year.

2.4 Amateur Authorised Syndicator status will not be granted to Bloodstock Companies.

2.5 Persons whose applications are declined may appeal to the Supervisory Panel. (See clause 11)

3 DISCLOSURE OF AUTHORISED SYNDICATOR STATUS ON PROMOTIONAL AND ADVERTISING MATERIAL

3.1 Persons who have Authorised Syndicator status shall include in any printed promotional or advertising material issued by them the following statement: "...is an authorised syndicator under the Code of Practice regulating thoroughbred syndication which is administered by Thoroughbred Racing. Details of the venture are given in ... disclosure statement."

3.2 In the case of a Disclosure Statement a statement must be added to the effect that the Conference does not endorse the syndication or offer in question. The following statement is required: "...is an Authorised Syndicator in accordance with The Securities Act (Bloodstock) Exemption Notice [1997] [2002]. However, Thoroughbred Racing in no way endorses or guarantees investment in this venture nor accepts responsibility for any representation made herein or any loss or liability arising from this venture or participation in it."

In the case of broadcast advertisements Syndicate Promoters are required to consult with the Chief Executive on the form and placement of this statement in advertisements.

4 DISCLOSURE STATEMENTS

4.1 Before accepting any moneys from an investor a Syndicate Promoter must obtain a signed Disclosure Statement in the form set out in the Schedule hereto from each investor. The Disclosure Statement must be fully and correctly completed for each particular syndication or offer.

4.2 A copy of the Disclosure Statement must be delivered to the Chief Executive prior to a syndicate or offer being advertised.

A copy of the Partnership or Syndicate Agreement must accompany this Disclosure Statement.