758 NEW ZEALAND GAZETTE, No. 26 1 MARCH 2012

Product:
Your Pharmacy Sinus with Antihistamine PE

Active Ingredients:
Chlorphenamine maleate 2mg
Paracetamol 500mg
Phenylephrine hydrochloride 5mg

Dosage Form:
Tablet

New Zealand Sponsor:
Orion Laboratories (NZ) Limited

Manufacturer:
PSM Healthcare Limited trading as API Consumer Brands, Auckland, New Zealand

Dated this 23rd day of February 2012.

DR DON MACKIE, Chief Medical Officer, Clinical Leadership, Protection and Regulation Business Unit, Ministry of Health (pursuant to delegation given by the Minister of Health on 6 July 2001).

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Inland Revenue

Tax Administration Act 1994

Special Determination S19: Mandatory Conversion Convertible Notes with Consumer Price Index Adjustments to Face Value

This Determination may be cited as “Special Determination S19: Mandatory Conversion Convertible Notes with Consumer Price Index Adjustments to Face Value”.

1. Explanation (which does not form part of the Determination)

   (1) This Determination relates to mandatory conversion convertible notes (“MCNs”) to be issued by ABC Company (“Issuer”), a wholly owned special purpose subsidiary of DEF Company (“the Shareholder”), to XYZ Company (“the Noteholder”).

   (2) The MCNs constitute financial arrangements in respect of which the Noteholder provides funds to the Issuer, with the debt to be discharged at a future date by the issue of Noteholder Shares in the Issuer to the Noteholder. The face value of the MCNs will increase or decrease in line with the All Groups Consumers Price Index (CPI) as measured and published by Statistics New Zealand. Coupon Interest will be paid (in cash) on the Adjusted Face Value of the MCNs in the period between the issue of the MCNs and the conversion of the MCNs into Noteholder Shares.

   (3) An amount (whether it is income, gain, loss or expenditure) that is solely attributable to an excepted financial arrangement (as described in sections EW 5(2) to EW 5(16) of the Income Tax Act 2007 (“the Act”)) is not taken into account under the Financial Arrangements Rules (in accordance with section EW 6(2) of the Act).

   (4) As a share is an excepted financial arrangement under section EW 5(13) of the Act, only the Coupon Interest and the CPI Adjustment (provided condition 5(d) of the Deed Poll is not invoked) will be regarded as income or expenditure under the Financial Arrangements Rules. Any fluctuation in the market value of the Noteholder Shares will be disregarded.

   (5) This Determination prescribes the method to be used by the Issuer when calculating the aggregate income derived or aggregate expenditure incurred in respect of the MCNs under the Financial Arrangements Rules. It details which amounts are to be included for this calculation and which are attributable to an excepted financial arrangement.

2. Reference

   (1) This Determination is made pursuant to section 90AC(1)(bb) of the Tax Administration Act 1994.

3. Scope of determination

   (1) This Determination applies only to the MCNs described as follows:

   (a) The Issuer will borrow money from the Noteholder by issuing a MCN to the Noteholder. The amount borrowed will be $100 million. The face value of the MCNs will adjust quarterly in line with the All Groups CPI using the calculation set out in Schedule 1 of the Deed Poll. If Statistics New Zealand ceases to publish the All Groups CPI, the appropriate replacement index or base, as set out in the definition of “Index” in Schedule 1 of the Deed Poll, will be used in place of the All Groups CPI.

   (b) The MCNs will pay Coupon Interest of 4% per annum (payable monthly, in arrears) on the Adjusted Face Value of the MCNs, provided that doing so does not breach the solvency test (under the Companies Act 1993) or any other legal obligation of the Issuer, or if the Noteholder is in default. If the solvency test or other legal obligation of the Issuer is breached, or if the Noteholder is in default, interest payments will be suspended. However, interest will continue to accrue at the Default Interest Rate if the suspension is due to either of the first two of the above events. “Default Interest Rate” is defined as the Coupon Interest rate (which is 4% for the original term and 5% where the term of the MCNs is extended) plus 1% per annum. If an Event of Default (as defined in condition 8 of the Deed Poll) occurs, interest will accrue at the Default Interest Rate. The Noteholder will also have the option to require the Issuer to redeem the MCNs.

   (c) The MCNs will carry the same voting rights as those attaching to the Shareholder Shares.

   (d) After 10 years, where condition 5(d) of the Deed Poll has not been invoked, and where the Adjusted Face Value of the MCNs is equal to, or less than, the value of the Shareholder Shares, the MCNs will convert into Noteholder Shares.