14 Matters relating to calculation

(1)

In calculating issues and sales of the financial products of an issuer, and the amount raised from issues and sales, for the purposes of clause 12, an issue or a sale to a person must be disregarded if the issue or sale results from an offer that—

(a)

does not require disclosure under Part 3 of this Act because of any other exclusion under this schedule; or

(b)

is not received in New Zealand; or

(c)

is a regulated offer that is separate from the small offer.

(2)

If financial products are issued or sold to 2 or more persons as joint holders of the products, those persons must be treated as a single person for the purposes of counting the number of persons to whom financial products are issued or sold under clause 12.

(3)

In calculating the amount of money raised by the person by issuing financial products, the following must be included:

(a)

the amount payable for the products at the time when the products are issued:

(b)

if the products are shares issued partly paid, any amount payable at a future time if a call is made:

(c)

if the product is an option, any amount payable on the exercise of the option:

(d)

if the products carry a right to convert the products into other financial products, any amount payable on the exercise of that right.

(4)

For the purposes of paragraph (b) of the definition of personal offer in clause 12,—

(a)

in determining the annual gross income of the person, the annual gross income of an entity controlled by the person may be included in the annual gross income of the person; and

(b)

the frameworks and methodologies prescribed by the FMA under subpart 4 of Part 9 of this Act for the purposes of that paragraph (if any) must be complied with when determining whether the paragraph is satisfied.