Ross Investments (Aust) Pty Limited and Robert Ross entered into an enforceable undertaking to include FMA statement in unsolicited offer documents made before 1 December 2012.
FMA issued a formal warning against Ross Investments (Aust) Pty Limited urging members of the public to treat any offers from Ross Investments (Aust) Pty Limited and any associated person with great caution.
Ross Investments (Aust) Pty Limited and Robert Ross also entered into an enforceable undertaking to include FMA statement in unsolicited offer documents as below.
"1. I understand the Financial Markets Authority (FMA) is considering whether or not to take further steps against Ross Investments (Aust) Pty Limited and Robert Campbell in relation to potential offers for debentures in Dominion Finance Group Limited (In Receivership & In Liquidation) and for securities in other companies.
2. Ross Investments (Aust) Pty Limited and Robert Campbell personally each undertake, pursuant to section 46 of the Financial Markets Authority Act, to:
(a) include a warning in the form attached to this letter (in the same layout and in the same or larger font size) at the beginning of any unsolicited offer documents they or associated persons may issue in New Zealand; and
(b) provide a sample copy of all offer documents to FMA (marked for the attention of Head of Compliance Monitoring) at the same time as they are sent to offerors (details of offerors, their addresses and the number securities can be excluded).
3. For this purpose, an "offer document" means a document that contains or refers to an offer to acquire or dispose of securities, and includes any advertisement that refers to an interest in acquiring securities, and an acceptance form (or similar document, howsoever named), where that form is the first document provided to investors.
4. For this purpose, an "unsolicited offer" means an offer to which all of the following apply:
(a) the offer is to acquire a security, to acquire a power to dispose of a security, or to acquire another interest in or right attaching to a security, made by a person (A) to another person (B) (whether the acquisition is by A or an associate person of (A)' and
(b) it is unsolicited by B; and
(c) it is not made on a registered market; and
(d) it is not a takeover offer for securities under the Takeovers Code or an acquisition or a redemption by a company of its shares under the Companies Act 1993.
5. Please confirm that FMA will accept this undertaking.
Robert Ross (Director)
for and on behalf of Ross Investments (Aust) Pty Limited
and Robert Ross"
"This offer document contains an offer from Ross Investments (Aust) Pty Limited to buy your [describe securities]. Before you accept this offer, you should carefully read the details of what you will be paid and when, and any fine print anywhere on the offer or forms.
Make sure you have read and understood the terms of the offer. The Financial Markets Authority recommends that you talk to an authorised financial adviser and find out what your investment is really worth before selling it.
The price offered for your investment under this offer is $[price] per [share/bond/unit].
If listed: As at the close of [offer date] the market price of the shares on the NZX was [market price]. You can check the most recent share price for [name of company] on the NZX website at www.nzx.com or in newspapers. The stock code for [name of company] is [code].
If not listed: [include pricing information] You can find out how much your investment is likely to be worth from an authorised financial adviser, the company that offers the investment, or (if the company you invested in is in receivership) from the receivers. Receivers reports can give a good indication of how much you are likely to receive for your investment. You can find copies of the receivers reports by searching under the companies name on the Companies Office website at www.companies.govt.nz.
You can find an authorised financial adviser by searching the Yellow® Pages for "financial advisers". Further guidance for investors is available on the Financial Markets Authority's website at www.fma.govt.nz."