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Securities Act

Robot-Hosting does not offer investments or securities to the public. Investment opportunities are only available to certain persons who are not members of the public, or who are "eligible persons", as defined in the Securities Act 1978.

Copies of selected sections of the Securities Act 1978 are provided below. Robot-Hosting provides no warranty as to the correctness of these sections and those seeking to register as an investor should seek independent professional advice.

Construction of references to offering securities to the public

(1) Any reference in this Act to an offer of securities to the public shall be construed as including

(a) A reference to offering the securities to any section of the public, however selected; and

(b) A reference to offering the securities to individual members of the public selected at random; and

(c) A reference to offering the securities to a person if the person became known to the offeror as a result of any advertisement made by or on behalf of the offeror and that was intended or likely to result in the public seeking further information or advice about any investment opportunity or services,— whether or not any such offer is calculated to result in the securities becoming available for subscription by persons other than those receiving the offer.

(2) None of the following offers shall constitute an offer of securities to the public:

(a) An offer of securities made to any or all of the following persons only:

(i) Relatives or close business associates of the issuer or of a director of the issuer:

(ii) Persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money:

(iia) persons who are each required to pay a minimum subscription price of at least $500,000 for the securities before the allotment of those securities:]

(iii) Any other person who in all the circumstances can properly be regarded as having been selected otherwise than as a member of the public:

(b) An invitation to a person to enter into a bona fide underwriting or sub-underwriting agreement with respect to an offer of securities:

Exemptions from this Act

(2CB) Nothing in Part 2 (except sections 38B and 58) or the regulations applies in respect of a security if

(a) the only persons who are able, under the terms of the offer of the security, to subscribe for the security are eligible persons; and

(b) the subscriber is an eligible person.

(2CC) For the purposes of subsection (2CB), a person is an eligible person if the person is 1 or more of the following:

(a) wealthy (as defined in subsection (2CD)):

(b) experienced in investing money (as defined in subsection (2CE)):

(c) experienced in the industry or business to which the security relates (as defined in subsection (2CE)).

(2CD) For the purposes of subsection (2CC)(a), a person is wealthy if an independent chartered accountant certifies, no more than 6 months before the offer is made, that the chartered accountant is satisfied on reasonable grounds that the person

(a) has net assets of at least $2,000,000; or

(b) had an annual gross income of at least $200,000 for each of the last 2 financial years.

(2CE) For the purposes of subsection (2CC)(b) and (c), a person is experienced in investing money or in the industry or business to which the security relates (as the case may be) if

(a) an independent financial service provider is satisfied on reasonable grounds that the person to whom the offer is made, as a result of having experience of that kind, is able to assess—

(i) the merits of the offer; and

(ii) the value of the security; and

(iii) the risks involved in accepting the offer; and

(iv) that person's own information needs; and

(v) the adequacy of the information given by the person making the offer; and

(b) the financial service provider gives the person to whom the offer is made, before the security is allotted to the person, a written statement of the financial service provider's reasons for being satisfied as to those matters; and

(c) the person to whom the offer is made signs a written acknowledgment, before the security is allotted to the person, that the financial service provider has given the person neither an investment statement nor a registered prospectus relating to the security.

(2CF) For the purposes of subsection (2CE)

financial service provider means a person whose principal business consists of 1 or more of the following:

(a) the giving of investment advice:

(b) the receiving of investment money:

(c) the receiving of investment property

investment advice has the same meaning as in section 2(1) of the Investment Advisers (Disclosure) Act 1996

investment money means any money received from, or on account of, a member of the public in relation to buying or selling securities

investment property means security certificates or other valuable property received from, or on account of, a member of the public in relation to buying or selling securities.

(2CG) The Governor-General, by Order in Council, may make regulations for all or any of the following purposes:

(a) amending the amounts of minimum net assets and minimum annual gross income that apply under subsection (2CD):

(b) prescribing how net assets referred to in subsection (2CD) are to be determined and valued, either generally or in specified circumstances:

(c) prescribing how gross income referred to in subsection (2CD) is to be calculated, either generally or in specified circumstances.

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