NEW ZEALAND GAZETTE, No. 4 — 20 JANUARY 2016

(d) Any reference to a statute or regulation includes a replacement or modification of that statute or regulation.

(e) Anything required to be done by this Code of Practice by a Bloodstock Reporting Entity must be done by the Manager (in the case of a Bloodstock Syndicate) or the directors (in the case of a Bloodstock Company).

(f) Anything required by this Code of Practice to be done on a day which is not a working day must be done, and will be valid if done, on the next succeeding working day.

(g) Clause headings will be disregarded.

(h) Words importing the singular shall include the plural and vice versa.

(i) Words importing one gender shall include the other genders.

2 APPROVAL OF PROMOTERS

2.1 Persons wishing to obtain Authorised Syndicator Status must apply to the Board through the Chief Executive in the prescribed form. If Shares in a company are to be offered to the public under this Code of Practice, both the company and the person (if any) offering the Shares must have Authorised Syndicator Status. Each application must be accompanied by payment of the prescribed fee and a completed Compliance Agreement signed by the applicant and must otherwise meet the following requirements:

(a) If the applicant is an individual, all trading names under which the applicant has offered Shares in Bloodstock Syndicates or Bloodstock Companies to the public must be set out in the application.

(b) If the applicant is a company, it must at the time of application submit a copy of its constitution, which must include the provisions required by clause 22.2 of this Code of Practice.

2.2 The Chief Executive will issue a Certificate of Authorised Syndicator Status if the application is approved by the Board.

2.3 Authorised Syndicator Status authorises the person to whom this status has been granted to offer Shares to the public under this Code of Practice. 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 of the person is disqualified under the Rules of Racing.

(b) The person or any Associated Person of the 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, is not aged twenty years or over.

(e) The person or any Associated Person of the 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.

(g) If the applicant is a company, the Board is not satisfied in its opinion that the company’s principal activity is, or will be, the ownership, management, breeding or racing of Bloodstock.

2.4 A person whose application is declined may appeal to the Supervisory Panel. (See clause 11).

2.5 A person with Authorised Syndicator Status must notify the Board through the Chief Executive of any trading names under which that person intends to offer Shares to the public.

3 DISCLOSURE OF AUTHORISED SYNDICATOR STATUS ON PROMOTIONAL AND ADVERTISING MATERIAL

3.1 Persons who have Authorised Syndicator Status must include in every Advertisement issued or distributed by them in printed form or on or through a website the following statement:

"[insert the name of the relevant Promoter/Bloodstock Company] is an Authorised Syndicator under a Code of Practice administered by New Zealand Thoroughbred Racing Inc. for regulating thoroughbred syndications. Details of the Offer are contained in the Disclosure Statement relating to the Offer."

The statement must then say where or how the Disclosure Statement may be obtained.

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

3.2 Each Disclosure Statement must include the following statement:

"[insert the name of the relevant Promoter/Bloodstock Company] is an Authorised Syndicator under a Code of Practice administered by New Zealand Thoroughbred Racing Inc. New Zealand Thoroughbred Racing