(1) In these regulations, unless the context otherwise requires,—
Accounting period, in relation to an issuing group, borrowing group, group, body corporate, business, or scheme, means a year in respect of which the financial statements thereof or relating thereto have been made up; and, where by reason of any alteration of the financial year of the group, body corporate, business, or scheme, the financial statements have been made up for a period greater or less than a year, that greater or lesser period shall be deemed to be an accounting period
Accounting period: this definition was amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by substituting the words “financial statements”
for the word “account”
in both places where they occurred.
Address means,—
Address: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Administration manager,—
Administration manager: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Associated persons or persons associated with each other are—
(d) A body corporate and a person who has the power, directly or indirectly, to exercise, or control the exercise of, the rights to vote attached to 25% or more of the voting securities of the body corporate; or
Borrowing group, in relation to an offer of debt securities, means the issuer of the securities and all guaranteeing subsidiaries at the specified date
Broadcasting has the same meaning as in the Broadcasting Act 1989; and includes the dissemination of any form of communication by a diffusion service; and broadcast has a corresponding meaning
Broadcasting: a reference to the “Broadcasting Act 1989”
was substituted for a reference to the Broadcasting Act 1976, as from 1 July 1989, pursuant to section 89(1) Broadcasting Act 1989 (1989 No 25).
Broadcasting station includes a diffusion service
Commission means the Securities Commission established by the Act
Company means a company within the meaning of the Companies Act 1955 or the Companies Act 1993, as the case may be, and includes an overseas company within the meaning of the Companies Act 1993
Company: this definition was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Contributory mortgage means a mortgage of land that—
and, for the purposes of this definition, money owing to not more than 5 persons as joint tenants shall be deemed to be owed to one person
Current assets—
Current assets: paragraph (b)(ii), of this definition was amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by substituting the word “practice”
for the word “principles”
.
Current liabilities means liabilities payable, or expected to be payable, within one year; and includes—
Current liabilities: paragraph (c) of this definition was amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by substituting the word “practice”
for the word “principles”
.
Custodian does not include a bare trustee
Custodian: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Debt security means any interest in or right to be paid money that is, or is to be, deposited with, lent to, or otherwise owing by, any person (whether or not the interest or right is secured by a charge over any property); and includes—
(a) A debenture, debenture stock, bond, note, certificate of deposit, and convertible note; and
but does not include—
Debt security: this definition was substituted, as from 1 October 1997, by regulation 2(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Deferred taxation means income tax attributable to differences between—
being differences which result from the inclusion of items of revenue and expense in computations of the amount upon which current income tax will be assessed in periods different from those in which they are dealt with in the statement of financial performance
Deferred taxation: this definition was substituted, as from 1 October 1997, by regulation 2(3) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Diffusion service means a service whereby sounds or visual images are transmitted by the person operating the service to subscribers of the service over wires or other material substances for reception by apparatus designed to receive the transmissions
Disclosure statement, in relation to debt securities the issuer of which is a registered bank, means a disclosure statement published by the registered bank under section 81 of the Reserve Bank of New Zealand Act 1989
Disclosure statement: this definition was inserted, as from 1 January 1996, by section 2(1) Securities Regulations 1983, Amendment No 2 (SR 1995/285).
Equity method of accounting means a method of accounting relating to the investment by a body in another body carried out in accordance with generally accepted accounting practice
Equity method of accounting: this definition was substituted, as from 1 October 1997, by regulation 2(4) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Equity security means any interest in or right to a share in, or in the share capital of, a company; and includes—
but does not include any such interest or right or a security referred to in paragraph (a) or paragraph (c) that is declared by regulations not to be an equity security for the purposes of the Act
Equity security: this definition was substituted, as from 1 October 1997, by regulation 2(5) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Exhibitor, in relation to any film, means any person who screens or arranges or organises the screening of, or assists any other person to screen or arrange or organise the screening of, the film—
whether or not a charge is made for admission to the premises in which the screening is held; and exhibit and exhibition have corresponding meanings
Expert means any person who holds himself out to be of a profession or calling that gives authority to a statement made by him; and includes an accountant, engineer, valuer, quantity surveyor, and geologist; but does not include a person acting in his capacity as an auditor or as a director or officer of a body whether corporate or unincorporate
Fixed assets includes land, buildings, machinery, equipment, forests, and mines; but does not include a current asset, an intangible asset, or an investment
Generally accepted accounting practice has the same meaning as in section 3 of the Financial Reporting Act 1993
Generally accepted accounting practice: this definition was inserted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Group means—
(a) In relation to an offer of equity securities, the issuer, and all former subsidiaries of the issuer in respect of the periods during which they were such subsidiaries, and all present subsidiaries of the issuer in respect of the periods since they became such subsidiaries:
Guaranteeing subsidiary, in relation to an offer of debt securities, means a subsidiary of the issuer that—
Holding company has the same meaning as in—
and includes an association of persons whether incorporated or not which has a subsidiary by virtue of section 27(3) of the Financial Reporting Act 1993
Holding company: this definition was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Immediate relative, in relation to any person, means any spouse of that person, or any parent, brother, sister, or child of the person or spouse
Intangible assets includes goodwill, patents, trade marks, or any asset of a similar nature to the extent that they have not been amortised or written down
Interest in a superannuation scheme means an interest or right to participate in any capital, assets, earnings, or other property of a superannuation scheme; and includes—
but does not include any such interest or right, or a security referred to in paragraph (b), that is declared by regulations not to be an interest in a superannuation scheme for the purposes of the Act
Interest in a superannuation scheme: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Investment, in relation to a person, means any security owned by the person that is not a current asset
Investment manager,—
Investment manager: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Issuer means,—
(a) In relation to an equity security or a debt security, or to an advertisement, investment statement, prospectus, or registered prospectus that relates to an equity security or a debt security, or to a trust deed that relates to a debt security, the person on whose behalf any money paid in consideration of the allotment of the security is received:
(b) In relation to a participatory security, or to an advertisement, investment statement, prospectus, or registered prospectus, or to a deed of participation that relates to a participatory security, the manager:
(d) In relation to a unit in a unit trust, or to an advertisement, investment statement, prospectus, or registered prospectus that relates to such a unit, the manager:
(e) In relation to a life insurance policy, or to an advertisement, investment statement, prospectus, or registered prospectus that relates to a life insurance policy, the life insurance company that is liable under the policy:
(f) In relation to an interest in a superannuation scheme, or to an advertisement, investment statement, prospectus, or registered prospectus that relates to such an interest, the superannuation trustee of the scheme:
Issuer: this definition was substituted, as from 1 October 1997, by regulation 2(6) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Issuing group, in relation to an offer of equity securities, means the issuer of the securities and all subsidiaries of the issuer at the specified date
Latest balance sheet set out in the registered prospectus
[Revoked]
Latest balance sheet set out in the registered prospectus: this definition was revoked, as from 1 October 1997, by regulation 2(11) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Life insurance company means any person or association of persons, whether incorporated or unincorporated, which, in the course of business issues, or is liable under, life insurance policies
Life insurance company: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Life insurance policy means a policy of life or endowment insurance, or a policy securing an annuity; and includes—
but does not include any such policy, or a security referred to in paragraph (b), or a term life insurance policy (within the meaning of regulations) that is declared by regulations not to be a life insurance policy for the purposes of the Act
Life insurance policy: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
manager has the same meaning as in section 2(1) of the Act
Manager: this definition was substituted, as from 1 October 1997, by regulation 2(7) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Manager: this definition was substituted, as from 15 April 2004, by section 25(1) Securities Amendment Act 2004 (2004 No 31).
Material transaction means, in clauses 15(4) and 16(2) of Schedule 1 to these regulations, and in clauses 13(2) and 14(3) of Schedule 3 to these regulations, a transaction whereby real or personal property is acquired by a person from another person, being property the value of which is material to any of the parties to the transaction
Monetary assets means cash, bank balances, amounts receivable at any time (less provisions, if appropriate, for interest not yet earned and for doubtful debts), and equity securities that are current assets
Monetary assets: this definition was amended, as from 1 October 1997, by regulation 2(8) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “interest not yet earned”
for the words “income yet to mature”
.
Non-current liability means a liability other than a current liability, a contingent liability, or deferred taxation
Non-current liability: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Participatory security means any security other than—
Participatory security: this definition was substituted, as from 1 October 1997, by regulation 2(9) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Promoter, in relation to securities offered to the public for subscription,—
Prospective financial information has the meaning given to it under generally accepted accounting practice
Prospective financial information: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Prospectus means a document that contains an offer of securities to the public for subscription, and that is intended to be, or has been, delivered to the Registrar for registration under section 42 of the Act
Publisher, in relation to any newspaper or magazine, means the proprietor thereof
Qualified auditor's report includes an auditor's report that is not qualified but refers to an uncertainty which, in the opinion of the auditor, is fundamental
Qualified auditor's report: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Registered bank has the same meaning as in section 2(1) of the Reserve Bank of New Zealand Act 1989
Registered bank: this definition was inserted, as from 1 January 1996, by regulation 2(1) Securities Regulations 1983, Amendment No 2 (SR 1995/285).
registered exchange means a registered exchange within the meaning of section 2(1) of the Securities Markets Act 1988
registered exchange: this definition was inserted, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44).
registered exchange's market means a securities market operated by a registered exchange.
registered exchange's market: this definition was inserted, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44).
Registered prospectus means—
Remuneration includes—
(a) Salary, wages, allowances, gratuities, and other payments (whether as bonuses or not) in return for services; and
Remuneration: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Returns, in relation to a security, includes payments of any kind, whether in the nature of capital, income, benefits, or otherwise
Returns: this defintion was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Scheme means,—
Scheme: this definition was substituted, as from 1 October 1997, by regulation 2(10) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Small employer superannuation scheme
[Revoked]
Small employer superannuation scheme: this defintion was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Small employer superannuation scheme: this definition was revoked, as from 15 April 2004, by section 25(2)(a) Securities Amendment Act 2004 (2004 No 31).
Specified date means,—
Specified date: this definition was substituted, as from 1 January 1996, by regulation 2(2) Securities Regulations 1983, Amendment No 2 (SR 1995/285).
Subsidiary has the same meaning as in section 2(1) of the Financial Reporting Act 1993
Subsidiary: this definition was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Superannuation scheme means a registered superannuation scheme within the meaning of section 2(1) of the Superannuation Schemes Act 1989
Superannuation scheme: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Superannuation trustee has the same meaning as the term trustees has in the Superannuation Schemes Act 1989
Superannuation trustee: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Term liability
[Revoked]
Term liability: this definition was revoked, as from 1 October 1997, by regulation 2(11) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Trading exchange
[Revoked]
Trading exchange: this definition was revoked, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44).
Trust deed means a trust deed required by section 33(2)(a) of the Act
Trust deed: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Unit means an interest or right to participate in any capital, assets, earnings, or other property of a unit trust; and includes—
but does not include any such interest or right or a security referred to in paragraph (b) that is declared by regulations not to be a unit for the purposes of the Act
Unit: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Unit trust has the same meaning as in section 2(1) of the Unit Trusts Act 1960
Unit trust: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Unit trustee has the same meaning as the term trustee has in section 2(1) of the Unit Trusts Act 1960
Unit trustee: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Voting security has the same meaning as in section 2 of the Securities Markets Act 1988.
Voting security: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Voting security: this definition was amended, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44), by substituting the word “Markets”
for the word “Amendment”
.
Associated persons: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Associated persons: paragraph (a) of this definition was amended, as from 1 April 2005, by section YA 2 Income Tax Act 2004 (2004 No 35) by substituting the words “Income Tax Act 2004”
for the words “Income Tax Act 1994”
.