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Index

ContentPage

Directory

KEY INFORMATION SECTION

1.Main Terms of Offer

Name and Address of the Credit Union

Details of Registration of the Credit Union

The Offer

Description of the Activities of the Credit Union

Transfer of Engagements - Credit Union North

2.Shares

Share Characteristics

Application for Shares

Voting Rights

Types of Meetings

Cessation of Membership

Death, Bankruptcy or Insolvency

3.Share Accounts

Types of Share Accounts

Returns

Maturity

Withdrawals

Taxation

4.Loans to Members

5.Ranking of Securities

6.Details of Trust Deed and Other Restrictions on the Credit Union

Trust Deed

Prudential Supervisor's Statement

Other Restrictions on the Credit Union

7.Names, Addresses and Other Information

Directors

Trustees

Audit & Risk Committee

Auditor

Solicitors

8.Restrictions on Directors’ Powers

9.Other Terms of Offer And Securities

Risk

Surety and Insurance

Other Terms

10.No Guarantors

11.Material Contracts

12.Pending Proceedings

13.Acquisition of Business or Subsidiary

14.Summary Financial Statements

15.Financial Statements

16.Other Material Matters

Securities Act (Credit Unions) Exemption Notice 2010

Not a Registered Bank

Credit Rating

Transfer of Engagements - Credit Union North

Transactional Banking Facilities

No Other Material Matters

17.Places of Inspection of Documents

18.Directors’ Statement

Index of Matters Required to be Disclosed by the Second Schedule of the Securities Regulations 2009

Schedule One

Summary Financial Statements

Schedule Two

Share Accounts

Schedule Three

Auditor’s Report

Schedule Four

Prudential Supervisor’s Statement

Schedule Five

Credit Rating

Schedule Six

Financial Statements

Directory

Credit Union
(and place where Register of Members is kept)
First Credit Union
111 Collingwood Street
PO Box 585
Hamilton 3240
Ph (07) 834 4810 Fax (07) 839 5179
Auditors
Of the financial statements for the year ended 30 June 2013:
BDO Waikato
1026 Victoria Street
PO Box 187
Hamilton 3240
Ph (07) 839 2106 Fax(07) 839 0509
As at the date of this Prospectus:
KPMG
85 Alexandra Street
PO Box 929
Hamilton 3240
Ph (07) 858 6500 Fax(07) 858 6501 / Prudential Supervisor
Corporate Trust Limited, trading as
Foundation Corporate Trust
Level 6, AMP Chambers
187 Featherston Street
PO Box 3845
Wellington 6140
Ph (04) 901 4439 Fax (04) 470 9623
The address of the Prudential Supervisor may change. The current address may be obtained by writing to the Prudential Supervisor or the Credit Union by calling their respective telephone numbers set out in the Directory.
Solicitors To The Credit Union
Anthony Harper
Level 8, 66 Wyndham Street
PO Box 2646
Auckland 1140
Ph (09) 920 6400 Fax (09) 920 9599 / Companies Office
Ministry of Business, Innovation and Employment (“MBIE”)
Northern Business Centre
Level 18
135 Albert Street
Private Bag 92061
Auckland 1141
Ph 0508 266 726 Fax (09) 912 7787
Financial Markets Authority
Level 5, Ernst & Young Building
2 Takutai Square, Britomart
Auckland
Ph(09) 300 0400
Fax (09) 300 0499 / Ratings Agency
Standard & Poor’s
Level 45
120 Collins Street
Melbourne 3000
Directors of the Credit Union
Paul John O’Connor
Tauranga / Director
Peter Charles Iles
Tamahere / Director, Secretary, Treasurer
Kathleen Dawn Robb
Tauranga / Director
Simon Francis Scott
Hamilton / Chair, Director
Judith Anne Taane
Hamilton / Director, Trustee
Edgar Gray Wilson
Hamilton / Vice-Chair, Director, Trustee
John Rowland Harvey
Hamilton / Director, Trustee
Members of The Audit & Risk Committee
Edgar Gray Wilson (Hamilton), Kathleen Dawn Robb (Tauranga), Judith Anne Taane (Hamilton) and John Rowland Harvey (Hamilton).
The directors,and the members of the Audit & Risk Committee, may be contacted through the Credit Union’s offices shown above.

KEY INFORMATION SECTION

The following is a brief summary of information which will be important in making a decision to invest in the Credit Union. It is intended to assist you in reading the Prospectus only. It is not intended as a substitute for the information contained in the Prospectus and it is recommended that investors read the Prospectus in full.

Credit Union

The Credit Union is a financial co-operative offering financial services to its customers, who are called members.

Members who have accounts with the Credit Union are the owners of the Credit Union and they elect their board of directors.

The assets of the Credit Union are legally owned by trustees who are elected by the members from the board of directors of the Credit Union. The trustees hold the assets of the Credit Union for the use and benefit of the Credit Union and its members.

The Credit Union has appointed Corporate Trust Limited (trading as Foundation Corporate Trust) to act as statutory trustee for the members in accordance with the Securities Act 1978. For more information concerning the role of the Prudential Supervisor refer to paragraph6(Details of Trust Deed and Other Restrictions on the Credit Union).

Offer Terms

  • This Prospectus provides important information concerning an offer of shares in the Credit Union.
  • Shares are issued at $1.00 and must be paid in cash.
  • Shareholders in the Credit Union are called "members".
  • Shares are not transferable. For more information concerning what happens to the shares on a member's death, and as to shares generally, see paragraph2(Shares) of this Prospectus.
  • While shares are usually available for withdrawal on call (unless the terms and conditions of a share account provide otherwise) the Friendly Societies and Credit Unions Act 1982 ("Act") provides that a 60day notice period for withdrawals may be required.
  • Nobody guarantees the repayment of the shares, or the payment of any returns on shares in the Credit Union.

Credit Union Strategy

The Credit Union’s strategy is based on the twin focuses of encouraging thrift and savings and providing a loan pool for members. The Credit Union has traditionally focussed on keeping personal loan interest rates competitive and operating a no/low fee policy.

The Credit Union anticipates continuing with a no/low fee model, with the main focus being on increasing both personal and mortgage lending, and is particularly looking to build its online presence.

Benefits

The rate of return on shares depends on the type of share account which you invest in, the terms and conditions of that share account, the rate of return currently offered on that account, the minimum amount of shares required to be held in that account, the term of the investment and the timing of repayment. The terms and conditions of share accounts are set out in Schedule2 of the Prospectus.

As a member you have a right to vote on certain matters relating to the Credit Union, for example the election of directors. On every matter determined by a vote, you will be entitled to one vote irrespective of the number of shares held by you.

Key Risks

There are a number of key risks of investing in the Credit Union. These include:

  • Liquidity Risk: This is the risk that the Credit Union may encounter difficulties meeting its repayment obligations (e.g. to members wanting to withdraw money) because of a lack of available liquid assets. Traditionally members' funds at call and payable within one month exceed loans and recoverables due within the same timeframe. The methods that the Credit Union uses to manage this risk are described in section 9of this Prospectus.
  • Credit Risk: This is the risk of people to whom the Credit Union has lent money not repaying their loans or making interest payments on time or the failure of organisations with which the Credit Union has deposited funds. Management of this risk includes assessment of the creditworthiness of borrowers and the value of any security given to support lending.
  • Geographical risk concentration: The Credit Union is based in the central North Island. Accordingly, it is exposed to risks particularly associated with that area.
  • Insolvency: The Credit Union must remain solvent, meaning that its assets must exceed its liabilities and it must be able to meet its debts as they fall due. The Credit Union could become insolvent and/or be wound up if a significant amount of the loans due for repayment remain unpaid for an extended period of time, or if the Credit Union is, for any reason, unable to pay its debts as they fall due.
  • Members’ Returns: The payment of any return on members’ shares depends on annual surpluses being earned through the ongoing activities of the Credit Union.

A more detailed statement of risks and risk management factors and techniques is set out in section 9of this Prospectus.

Costs

  • You must pay for your shares in the Credit Union. You will receive one share for every $1 paid by you.
  • You must hold at least one share in the Credit Union.
  • In addition to the cost of shares, you may be required to pay account and membership fees and charges. The types of fees and charges that may be payable by you to the Credit Union at the date of this Prospectus are set out in Schedule2 of this Prospectus.

Credit Rating

On 31 October 2013international credit ratings agency Standard & Poor's reaffirmed the Credit Union’sissuer credit ratingas:

Long term rating: BB / Outlook: Negative/ Short term rating: B

A more detailed summary of this credit rating, and how the Credit Union’s credit rating may be affected over the next two years, is set out in section 16 of this prospectus.

For a description of this rating, please see Schedule Five of this Prospectus.

1

1.Main Terms of Offer

Name and Address of the Credit Union

Name of Credit Union: / First Credit Union (“Credit Union”)
Registered Office: / 111 Collingwood Street, Hamilton
Postal Address: / PO Box 585, Hamilton 3240
Business Hours: / 9:00 am to 4:30 pm Monday to Friday
Contact: / Ph: (07) 834 4810 Fax: (07) 839 5179

Principal Branches

Name of Branch: / Greerton
Address: / 1318D Cameron Road, Tauranga
Business Hours: / 9:00 am to 4:30 pm Monday to Friday
Contact: / Ph: (07) 572 7090
Name of Branch: / Hamilton
Address: / 111 Collingwood Street, Hamilton
Business Hours: / 9:00 am to 4:30 pm Monday to Friday
Contact: / Ph: (07) 834 4810
Name of Branch: / Mount Maunganui
Address: / 33 Totara Street, Mount Maunganui
Business Hours: / 9:00 am to 4:30 pm Monday to Friday
Contact: / Ph: (07) 572 7090
Name of Branch: / Ngaruawahia
Address: / 15 Jesmond Street, Ngaruawahia
Business Hours: / 9:00 am to 4:30 pm Monday to Friday
Contact: / Ph: (07) 824 8987
Name of Branch: / Taupo
Address: / 57 Heu Heu Street, Taupo
Business Hours: / 9:00 am to 4:30 pm Monday to Friday
Contact: / Ph: (07) 376 0330
Name of Branch: / Te Aroha
Address: / 156 Whitaker Street, Te Aroha
Business Hours: / 9:00 am to 4:30 pm Monday to Friday
Contact: / Ph: (07) 884 9543
Name of Branch: / Te Kauwhata
Address: / 13 Main Road, Te Kauwhata
Business Hours: / 9:00am to 1:00pm Monday to Friday
Contact: / Ph: (07) 826 3412
Name of Branch: / Whakatane
Address: / 144 The Strand, Whakatane
Business Hours: / 9:00 am to 4:30 pm Monday to Friday
Contact: / Ph: (07) 306 2116

Call Centre

The Credit Union’s Call Centre is available between 8:00 am and 5:00 pm Monday to Friday.

Details of Registration of the Credit Union

The Credit Union is a financial co-operative registered as a credit union under the Friendly Societies and Credit Unions Act (" Act"). The Credit Union was registered on 21 April 1958 (registration number 1802843). The Act, and all other legislation referred to in this Prospectus, are available on the New Zealand legislation website at The Credit Union is also registered with the Financial Service Providers Register with registration number FSP29785.

The Credit Union operates under rules prepared in accordance with the Act (“Rules”) which are registered with the Registrar of Friendly Societies and Credit Unions (“Registrar”).

The Offer

This Prospectus contains important information on the offer to subscribe for $1.00 fully paid-up redeemable shares (“shares”) in the Credit Union. Shareholders in the Credit Union are called “members”. The offer of the shares is an offer of debt securities under and subject to the terms of the Securities Act 1978 (“Securities Act”).

The Credit Union has appointed Corporate Trust Limited (trading as Foundation Corporate Trust) ("Prudential Supervisor") as statutory trustee of the offer under this Prospectus for the purposes of the Securities Act 1978. The Prudential Supervisor is licensed to fulfil this role pursuant to the Securities Trustees and Statutory Supervisors Act 2011.

A copy of the Prudential Supervisor's licence is publicly available from the Financial Markets Authority website

Please refer to section 6 of this Prospectus for further details on this appointment.

The offer of shares in the Credit Union is made only to people who fall within the Credit Union’s membership criteria - its “common bond” - being:

  • Any person residing or working in New Zealand including persons aged 16 years or younger;
  • Any person who is a member of the same household as, and is a relative of, a member (a relative is a spouse, former spouse, de facto spouse, lineal ancestor or descendant, brother, sister, uncle, aunt, nephew, niece, first cousin or any of their spouses or former or de facto spouses);
  • A charitable entity as defined by the Charities Act 2005;
  • An incorporated society registered under the Incorporated Societies Act 1908.

Transfer of Engagements - Credit Union Lakeland

The Board of the Credit Union has resolved to accept a transfer of engagements from Credit Union Lakeland. The members of Credit Union Lakeland have, by special resolution passed on 3 September 2-14, approved this of transfer of engagements.

Unless any objections are received in connection with this transfer of engagements and the Registrar declines to register it, the transfer of engagements will be effective from the beginning of November 2014. See paragraph16 of this prospectusfor further details.”

Description of the Activities of the Credit Union

The Credit Union’s objectives are the promotion of thrift amongst its members by the accumulation of their savings, the use and control of members’ savings for their mutual benefit and the training and education of members in the wise use of money and management of their financial affairs.

The Credit Union’s primary activity over the five years before the date this Prospectus was delivered to the Registrar of Financial Service Providers for registration (the “Specified Date”) has been to provide a co-operative saving facility for members to form a loan fund and to make loans to members from that fund.

The principal assets of the Credit Union consist of loans to members, the land and buildings at 111 Collingwood Street, Hamilton, 156 Whitaker Street, Te Aroha, and 33 Totara Street, Mount Maunganui, and a leasehold interest in 144 The Strand, Whakatane, from which the Credit Union conducts its activities, together with motor vehicles, office equipment, fixtures and fittings. The principal assets are used solely for the purpose of furthering the Credit Union’s objectives. The principal assets are subject to a security interest in favour of the Prudential Supervisor as more particularly described in section 6and as provided in the Agency Banking and Card Services Exhibit between the Credit Union and NZACU which is explained further in the paragraph headed “Transactional Banking Facilities” in section 16. The Credit Union has not granted any other charges over the principal assets.

Transfer of Engagements - Credit Union North

Effective on and from 30November 2012 the Credit Union accepted a transfer of engagements from Credit Union North.A transfer of engagements is a statutory mechanism pursuant to section 135 of the Act. It involves the transfer of all of the assets and liabilities of one credit union to another, with the accepting credit union undertaking to meet the obligations of the transferring credit union. Further detail relating to this transfer of engagements is set out in section 16and Schedule One of this Prospectus.

2.Shares

Share Characteristics

Members contribute to the Credit Union by subscribing for shares. The shares offered under this Prospectus rank equally with all other shares issued or to be issued by the Credit Union.

The shares are of a fixed amount, being $1.00, and cannot be allotted to a member until fully paid-up in cash. Payments for shares not in whole dollar amounts are treated as an advance payment on a subscription for an additional share.

The Credit Union can decide how members will pay for the shares they subscribe for. This may include:

  • cash;
  • personal or bank cheque;
  • direct credit;
  • automatic payment; or
  • salary or wage deduction.

A member must hold a minimum of one fully paid-up share. The maximum number of shares that may be held by one member shall be fixed by the Board. As at the Specified Date this maximum is $1,000,000.

Shares may be held by two or more members jointly. The person named first in the Credit Union’s register of members will be deemed to be the member to whom the shares were allotted.

Shares in the Credit Union are not transferable. However, a member may nominate a person to receive up to a maximum of $2,000 of the member’s shareholding on that member’s death. This nomination must be in writing, signed by the member and sent to the Credit Union’s registered office.

The Credit Union does not issue share certificates to members. On request, and not less than every six months during the period of membership, the Credit Union will forward an account statement to each member.

A member may use the Credit Union’s automated telephone service, secure internet service or cellular TXT service to check the balance of their accounts. A member must obtain a log-in identification and password from the Credit Union to use the automated telephone service or secure internet service. A member must register with the Credit Union for the use of the cellular TXT service. To use the secure internet service, members will need to log onto These automated services are generally available 24 hours a day, seven days a week.

Application for Shares

To apply for shares, prospective members must complete the Credit Union’s standard application form. This form is available from the Credit Union’s office. Potential members can also submit a membership application online at On initial application, the prospective member must provide proof of identity and pay for the shares.

The Credit Union will only accept applications from people who fall within the Credit Union’s common bond. The board of directors of the Credit Union (“Board”) reserves the right to decline a prospective member’s application without giving any reason.

The application form will also govern subsequent share subscriptions by the member. The minimum amount for subscribing for additional shares is $10.00 per transaction (except for subscriptions made through the school banking programme).