New Zealand Legislation: Acts
Acts are laws made by Parliament
(1) Subject to this section, nothing in sections 33, 34, 37 to 38A, 38C to 44, and 44B to 59 of this Act shall apply in respect of a security that has previously been allotted.
(2) All the provisions of this Act shall apply in respect of a security that has previously been allotted (whether in New Zealand or elsewhere) if the security was originally allotted with a view to its being offered for sale to the public in New Zealand and the security has not previously been offered for sale to the public in New Zealand or to the public outside New Zealand under an application regime under Part 5.
(2AA) A provision of Part 2 or the Regulations applies to a previously allotted security that is offered to a person outside New Zealand if—
(a) the provision applies to the security under section 77; and
(b) the security was originally allotted with a view to its being offered for sale to the public outside New Zealand in circumstances in which an application regime under Part 5 would have applied to the security; and
(c) the security has not previously been offered for sale to the public in New Zealand or to the public outside New Zealand under an application regime under Part 5.
(2A) All the provisions of this Act shall apply in respect of a unit in a unit trust that has previously been allotted (whether in New Zealand or elsewhere) and that is being offered, sold, or otherwise disposed of to the public for subscription by the manager or unit trustee of the unit trust or by an associated person of that manager or unit trustee.
(3) All the provisions of this Act shall apply in respect of an equity security or a security convertible into an equity security if the holder or offeror, not being the original allotter, offers the security for sale to the public and the original allotter advises, encourages, or knowingly assists the holder or offeror in connection with the offer or sale of the security.
(4) Nothing in subsection (3) of this section applies in respect of—
(a) An offer by the holder of a security, being an offer of the security to the public, that is made only to persons who, at the time of the offer, are holders of securities of the original allotter under terms of the articles of association or the constitution of the original allotter that require the offer to be made to those persons; or
(b) An offer by the holder of a security, being an offer of the security to the public, where the aggregate amount received by the holder, or persons associated with the holder, pursuant to offers of such securities to the public for subscription does not exceed $200,000 in any period of 12 months; or
(c) An offer by the holder of a security that is made—
(i) To not more than 6 members of the public; or
(ii) If the offer is made to more than 6 members of the public, the offer is made with a view to its being accepted by not more than 6 members of the public.
(5) For the purposes of subsections (2) and (2AA) of this section, unless the contrary is proved, a security shall be deemed to have been allotted with a view to its being offered for sale to the public if it is shown—
(a) That an offer of the security for sale to the public was made within 6 months after the allotment; or
(b) That, at the date when the offer was made, the consideration to be received by the allotter in respect of the security had not been received.
(6) For the purposes of subsection (4)(c) of this section, unless the contrary is proved, an offer shall be deemed to have been made with a view to its being accepted by more than 6 members of the public if, within the period of 12 months immediately following the making of the offer, more than 6 persons acquire an interest, whether direct or indirect, in securities of the same class offered to the public for subscription by the holder.
(7) Notwithstanding anything in section 2 of this Act, in this Act, unless the context otherwise requires, in relation to a security to which subsection (2) or subsection (2AA) or subsection (2A) or subsection (3) of this section applies, the term issuer means the original allotter of the security, and, except for the purposes of sections 51 to 54 of this Act, also includes the offeror of the security.
Section 6 (as amended, from 1 September 1983, by section 6 Securities Amendment Act 1982 (1982 No 147)) was substituted, as from 1 July 1994, by section 2(1) Securities Amendment Act 1993 (1993 No 120).
Subsection (1) was amended, as from 1 October 1997, by section 7(1) Securities Amendment Act 1996 (1996 No 100) by substituting the expression “37 to 38A, 38C to 44”
for the expression “37 to 44”
. See section 2 of that Act for transitional provisions relating to its application.
Subsection (2) was amended, as from 1 December 2002, by section 5(1) Securities Amendment Act 2002 (2002 No 43), by inserting the words “or to the public outside New Zealand under an application regime under Part 5”
.
Subsection (2AA) was inserted, as from 1 December 2002, by section 5(2) Securities Amendment Act 2002 (2002 No 43).
Subsection (2A) was inserted, as from 1 October 1997, by section 7(2) Securities Amendment Act 1996 (1996 No 100). See section 2 of that Act for transitional provisions relating to its application.
Subsection (3) was amended, as from 1 December 2002, by section 5(3) Securities Amendment Act 2002 (2002 No 43), by omitting the words “in New Zealand”
.
Subsection (5) was amended, as from 1 December 2002, by section 5(4) Securities Amendment Act 2002 (2002 No 43), by substituting the words “subsections (2) and (2AA)”
for the expression “subsection (2)”
.
Subsection (7) was amended, as from 1 October 1997, by section 7(3) Securities Amendment Act 1996 (1996 No 100) by inserting the words “subsection (2A) or”
. See section 2 of that Act for transitional provisions relating to its application.
Subsection (7) was amended, as from 1 December 2002, by section 5(5) Securities Amendment Act 2002 (2002 No 43), by inserting the words “or subsection (2AA)”
after the expression “subsection (2)”
.