NEW ZEALAND GAZETTE, No. 152

15 OCTOBER 2009

(i) the Company fails to provide the Auditor with the monthly report in accordance with clause 6(3) or semi-annual prospective financial statements in accordance with clause 6(8), or to include in any monthly report such information as it is required to;

(ii) the directors, or any of them, do not certify the truth of any of the statements required to be contained in the certificate under clause 6(4) without qualification;

(iii) the monthly report discloses a breach of the conditions in clause 5 by the Company;

(iv) the monthly report discloses a breach of the conditions contained in clause 3(3)(f); and

(v) testing required under clause 6(2)(d) indicates any breach has occurred which was not reported at the time of the breach.

(3) Within 10 working days of the end of each month the Company must provide a monthly report to its Auditor that contains the following:

(a) certification from the Company’s directors in terms of clause 6(4) of this notice;

(b) any memorandum, and any other documents or information, required by clause 6(6) of this notice; and

(c) the calculations required under clause 6(5).

(4) The certificate required by clause 6(3)(a) must be signed by two directors of the Company on behalf of all directors, and should state that, after due enquiry, and to the extent that the following statements are true, the directors of the Company are satisfied that:

(a) the Company currently has, and has maintained at all times during the previous month, the amount of Surplus Liquid Funds required by clause 5(2);

(b) the calculations required under clause 6(5) are true and correct;

(c) the Company can reasonably be expected to maintain the required level of Surplus Liquid Funds for at least the next quarter;

(d) the Company has made all payments it was obliged to make as they fell due;

(e) the Company can reasonably be expected to continue to pay its debts as they fall due for at least the next quarter;

(f) there are no material matters which have, or are likely to, adversely affect the Company’s:

(i) financial position;

(ii) financial performance; or

(iii) cash flows;

(g) the Company has complied with clause 3(3)(f) of this notice regarding handling client money and client property, and recording client money and client property and client dealing.

(5) The Company must:

(a) calculate, in respect of each business day, by 10.00am on the following business day, its Surplus Liquid Funds in accordance with clause 5 to ensure that the Company complies with clause 5(2);

(b) report to both the Securities Commission and the Auditor on the business day following the day in respect of which the calculation is made if the calculation performed in clause 6(5)(a) does not comply with clause 5(2) including an explanation of the cause of the breach and the remedial action planned;

(c) maintain a log of the calculations required under this condition and produce it to the Auditor or the Securities Commission upon request; and

(d) provide a copy of the log of these daily calculations to the Auditor as part of the Company’s monthly report.

(6) If the directors are unable to certify that, after due inquiry, they are satisfied that each statement contained in 6(4) is true, the directors of the Company must prepare a memorandum to explain the circumstances which prevent the directors providing that certification, and that memorandum should contain or attach all information and documents which are necessary to fully explain those circumstances.

(7) The Company must prepare management accounts every two months.

(8) The Company must prepare prospective financial statements, which will be supplied to the Auditor on a semi-annual basis, that:

(a) contain a forecast of cash flows over at least the next 6 months based on the reasonable expectations of the board of the Company as to what is likely to happen over this period;

(b) contain forecast statements of financial position as at the end of each of the next 6 months based on the reasonable expectations of the board of the Company as to what is likely to happen over this period;

(c) document the Company’s calculations and assumptions, and explain why the assumptions are appropriate;

(d) provides reasons when the forecast of cash flows shows a total net cash outflow in any month; and

(e) is signed by two directors of the Company on behalf of all directors, certifying that the forecasts are not known by the directors to be false and misleading.

Dated at Wellington this 12th day of October 2009.

The Common Seal of the Securities Commission was affixed in the presence of:

[L.S.]
COLIN BEYER, Member.