30 SEPTEMBER 2009 NEW ZEALAND GAZETTE, No. 144 3469

(b) Paid to Thoroughbred Racing if directed by the Chief Executive.
Such irrevocable written direction shall cease to be of effect from the date upon which shares or units are validly allotted to investors pursuant to clause 7 of this Code of Practice.

6.3 The irrevocable written direction to the Bank must accompany each Disclosure Statement sent to the Chief Executive, who will lodge it with the Bank.

7 ALLOTMENT OF SHARES OR UNITS IN SYNDICATE OR BLOODSTOCK COMPANY, AND DISBURSEMENT FROM BANK ACCOUNT

7.1 No allotment of shares or units in a Syndicate or Bloodstock Company shall be made and no money shall be disbursed from the Syndicate or Bloodstock Company’s bank account until the following criteria have been satisfied:

(a) The Chief Executive has advised that it has no objection to the Disclosure Statement.

(b) The minimum level of subscription as set forth in the Disclosure Statement has been received.

7.2 Units or Shares in a Syndicate or Bloodstock Company shall be allotted within six months of the date of the Disclosure Statement.

7.3 A Syndicate Promoter who fails to allot Units or Shares within the period specified in clause 7.2 shall refund all subscriptions received to investors. Unless the advertisement disclosed that interest would not be paid to investors in the event of investments being refunded the Syndicate Promoter shall also pay to investors their proportionate share of the interest earned on the subscriptions while they were in the separate bank account.

7.4 In the event that the minimum amount (as per clause 6 of the Disclosure Statement) is not raised within 4 months of the date of the Disclosure Statement, the Syndicate Promoter shall be obliged to refund to investors all subscriptions received. Unless the advertisement disclosed that interest would not be paid to investors in the event of investments being refunded the Syndicate Promoter shall also pay to investors their proportionate share of the interest earned on the subscriptions while they were in the separate bank account.

8 POWERS OF SUSPENSION OR CANCELLATION OF AUTHORISED SYNDICATOR STATUS AND POWERS OF ENFORCEMENT

8.1 If in the opinion of the Board a Syndicate Promoter is in breach of the Code of Practice it may:

(a) require the Syndicate Promoter to remedy any breach or default within 7 days and failing such breach or default being remedied within that time suspend or cancel the Authorised Syndicator status of the Syndicate Promoter; or

(b) suspend or cancel the Authorised Syndicator status of the Syndicate Promoter; or

(c) exercise all or any of the following powers in relation to any syndication or offer:

(i) suspend or order the cessation of any syndication or offer;

(ii) suspend or order the withdrawal of any advertisement relating to a syndication or offer;

(iii) remove, or require the Syndicate Promoter to remove, a Syndicate Manager or remove the Directors of a Bloodstock Company and if necessary either require the Syndicate Promoter to appoint a new Manager or itself appoint a new Manager or new Directors;

(iv) order or make refunds to investors in conjunction with the powers in respect of Bank Accounts set out in clause 6.2 of this Code of Practice;

(v) require an audit (at the expense of the Syndicate Promoter) by an independent firm of chartered accountants of either the affairs of a Syndicate or Bloodstock Company or the financial accounts of a Syndicate or Bloodstock Company;

9 REGISTER OF BLOODSTOCK VALUERS

9.1 Thoroughbred Racing will maintain a Register of Bloodstock Valuers. Bloodstock Valuers may be entered on the Register either upon the nomination of the Bloodstock Agents’ Federation NZ Inc. or following receipt of an application from a Bloodstock Valuer which is agreed to by the Board.