New Zealand Legislation: Regulations
Regulations are laws made under Acts
Schedule 2 | reg 3(2) |
(1) The name of the issuer, and address of its registered office (or, if it does not have a registered office, its address) in New Zealand.
(2) A brief description of the securities being offered.
(3) The maximum amount of the securities being offered (excluding any amount that may result from the replacement of securities redeemed after the specified date).
(4) The price or other consideration to be paid or provided for the securities being offered.
Where, by virtue of section 6 of the Act (which relates to previously allotted securities), the issuer is not the offeror,—
(a) The name of the offeror; and
(b) The address of the offeror's registered office (or, if it does not have a registered office, its address) in New Zealand; and
(c) The net amount of the consideration received or to be received by the issuer in respect of the original allotment of the securities.
(1) Where the issuer is a body corporate,—
(a) The statute or other authority by or under which the issuer was incorporated; and
(b) The date of incorporation; and
(c) The date of registration in New Zealand (if that date is different from the date of incorporation); and
(d) The registered number (if any); and
(e) The place (if any) in New Zealand where a public file relating to the incorporation or registration of the issuer is kept.
(2) In the case of an issuer that is a company, whether the company has been reregistered under the Companies Act 1993 and, if so, the date of reregistration.
(3) Subclause (2) of this clause shall cease to apply on and after the 1st day of July 1997.
Schedule 2, subclauses 3(2) and 3(3) were inserted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
(1) The name of each guaranteeing subsidiary:
Provided that, where all of the subsidiaries of the issuer are guaranteeing subsidiaries, it shall be sufficient compliance with this subclause if the registered prospectus contains a statement to that effect.
(2) Where the registered prospectus or an advertisement relating to the securities offered states or implies that a person (other than a guaranteeing subsidiary) guarantees the repayment of the securities offered or any part thereof or the payment of any interest or other money to holders of the securities, the following matters in respect of each such person:
(a) The name of the person:
(b) A description, and (where practicable) quantification, of the liability of the person to holders of the securities:
(c) If the liability of the person to holders of the securities is secured by a mortgage or charge over any of the person's assets, particulars of the mortgage or charge:
(d) Subject to subclause (3) of this clause, the amount of the net tangible assets of the person as shown in the most recent audited statement of financial position thereof (excluding any assets which are also assets of the borrowing group), together with a statement of any qualifications in the audit report that reflect on the statement of those assets in the statement of financial position.
(3) Where there is no audited statement of financial position of the person dated within 18 months of the specified date,—
(a) The figure given for the amount of that person's net tangible assets in the registered prospectus shall be that as at a date stated in the registered prospectus (being a date not earlier than 6 months before the specified date); and
(b) The registered prospectus shall include a statement to the effect that the figure for that person's net tangible assets has not been taken from an audited statement of financial position.
Schedule 2, clause 4(2)(d) and (3) were amended, as from 1 October 1997, by regulation 43 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
(1) The name, address, and technical or professional qualifications (if any) of every director of the issuer.
(2) In respect of every director of the issuer who is an employee of the issuer, or of any subsidiary thereof, the position held by him.
(3) If any director has been adjudged bankrupt during the 5 years preceding the specified date, a statement to that effect including the name, and any alternative or former name or names, of the director concerned.
(4) The names of the issuer's secretary (if any), auditors, and securities registrar, and of any bankers, sharebrokers, or solicitors, who have been involved in the preparation of the registered prospectus.
(5) The names, addresses, and qualifications of any experts named in the registered prospectus.
(6) If the offer of securities is underwritten, the name and address of the underwriter.
(7) The name and address of the trustee.
Schedule 2, clause 5(1) was amended, as from 1 October 1997, by regulation 44 Securities Amendment Regulations 1997 (SR 1997/151) by omitting the word “residential”
.
Schedule 2, clause 5(4) was amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by inserting the words “(if any)”
.
Any modifications, exceptions, or limitations on the powers of the board of any issuer that is a company imposed,—
(a) In the case of a company registered under the Companies Act 1955, by that Act or the memorandum or articles of association of the company; or
(b) In the case of a company registered under the Companies Act 1993, by that Act or the constitution of the company—
and in force at the specified date.
Schedule 2, clause 5A was inserted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
(1) A brief description of the activities of the members of the borrowing group, during the 5 years preceding the specified date.
(2) A brief description of the nature and use of the principal fixed assets which are held by members of the borrowing group and which are charged as security for the securities offered under the registered prospectus.
(1) A financial statement in summary form (and, where practicable, in tabular form) in respect of the group.
(2) The amounts in the financial statement required by subclause (1) of this clause shall be amounts that appear in consolidated financial statements of the group giving a true and fair view of the results and state of affairs of the group for the period concerned, or, where no such statements have been prepared, amounts that would have appeared in such statements if they had been prepared.
(3) The amounts that appear in the financial statement required by subclause (1) of this clause shall include—
(a) In respect of each of the 5 consecutive accounting periods preceding the date of the statement of financial position contained or referred to in the registered prospectus, and (where there is also set out in the registered prospectus an interim statement of financial position by virtue of clause 16(2) of this Schedule) for the period from the end of the last accounting period to the date of the interim statement of financial position, amounts showing—
(i) Total operating revenues:
(ii) Total interest expense:
(iii) [Revoked]
(iv) The net surplus or deficit before taking account of taxation and extraordinary items:
(v) The total provided for, or credited by way of, taxation:
(vi) The net surplus or deficit before taking account of extraordinary items:
(vii) The total of any extraordinary items (net of taxation) that derive from events outside the ordinary activities of the group's business:
(viii) The net surplus or deficit after taking account of extraordinary items:
(ix) Such part of the net surplus or deficit referred to in subparagraph (viii) of this paragraph as is attributable to persons who are not members of the group and who hold equity securities issued by guaranteeing subsidiaries:
(x) The amount paid or provided for dividends in respect of each class of equity securities of the issuer, including for each class the rate of dividend expressed in cents per share:
(xi) Surplus or deficit retained in the group.
(b) As at the end of each accounting period and other period specified in paragraph (a) of this subclause, amounts showing—
(i) Total assets:
(ii) Total tangible assets:
(iii) Total liabilities:
(iv) Total equity.
(4) A statement as to whether or not the amounts stated pursuant to subclauses (2) and (3) of this clause have been taken from audited financial statements.
(4A) If the amounts stated in the financial statement required by subclause (1) have been taken from audited financial statements but the auditor's report was qualified, a statement to this effect explaining what the qualification was.
(5) In respect of the amounts stated pursuant to subclauses (2) and (3) of this clause,—
(a) A description of the nature of any extraordinary items;
(ab) A description of the nature of any item that is of such incidence and size, or of such nature, that its disclosure is necessary to explain the performance of the group:
(b) A description (and, where practicable, quantification) of the effect on those amounts of any material changes in the activities of the group, and if any material changes in the accounting policies used, that occurred during the period to which the amounts relate.
(6) The statements referred to in this clause shall not include any amounts derived by using the equity method of accounting.
(7) Subject to subclause (6) of this clause, nothing in this clause limits the information that may be included in the financial statement required by subclause (1) of this clause or in the notes to that financial statement.
Schedule 2, clause 7(3)(a) was amended, as from 1 October 1997, by regulation 45(1) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position contained or referred to”
for the words “balance sheet set out”
, and by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 2, clause 7(3)(a)(i) was revoked, as from 1 October 1997, by regulation 45(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 2, clause 7(3)(a)(iii) was revoked, and clause 7(3)(a)(iv), (vi), (viii), and (ix) were amended, as from 1 October 1997, by regulation 45(3) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “surplus or deficit”
for the words “profit or loss”
.
Schedule 2, clause 7(3)(a)(xi) was substituted, as from 1 October 1997, by regulation 45(4) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 2, clause 7(3)(b)(iv) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 2, clause 7(3)(b)(iv) was further substituted, as from 1 October 1997, by regulation 45(5) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 2, clause 7(4A) was inserted, as from 1 October 1997, by regulation 45(6) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 2, clause 7(5)(a) was amended, as from 1 October 1997, by regulation 45(7) Securities Amendment Regulations 1997 (SR 1997/151) by omitting the words “abnormal items or”
.
Schedule 2, clause 7(5)(ab) was inserted, as from 1 October 1997, by regulation 45(8) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
(1) Notwithstanding any other provision of this clause, this clause shall not apply in respect of a business, subsidiary, or body corporate if—
(a) The registered prospectus contains a statement of financial position in accordance with clause 16(1) of this Schedule; and
(b) The consideration paid or payable, or proposed to be paid, for the acquisition of the business, subsidiary, or body corporate is not more than one-fifth of the amount of the total tangible assets shown in that statement of financial position.
(2) If a member of the borrowing group acquired a business, or a member of the borrowing group became a subsidiary of the issuer, at any time in the 2 years preceding the specified date, the following information:
(a) The name of the member:
(b) A brief description of the activities of—
(i) That business; or
(ii) The business carried on by that subsidiary,—
in the course of the period that began 5 years before the specified date and ended on the date on which the business was acquired, or the member became a subsidiary, as the case may be:
(c) In respect of that business or subsidiary, the matters specified in clause 7 of this Schedule in respect of the 5 accounting periods preceding the specified date.
(3) If—
(a) A member of the borrowing group acquired a business, or became a subsidiary of the issuer, at any time in the period between the date of the latest statement of financial position contained or referred to in the registered prospectus and the specified date; or
(b) The registered prospectus contains a statement to the effect that a member of the borrowing group intends to acquire a business, or equity securities that will result in a body corporate becoming a subsidiary of the issuer—
the following information:
(c) The name of the member of the borrowing group:
(d) The amount of the consideration paid or payable, or proposed to be paid, by the member of the borrowing group for the business, subsidiary, or body corporate:
(e) A brief description of that business, or of the business carried on by that subsidiary, or body corporate, in the course of the 5 years before the specified date:
(f) In respect of that business, subsidiary, or body corporate, the matters specified in clause 7 of this Schedule in respect of the 5 accounting periods preceding the specified date, and the matters specified in clauses 16 to 32 of this Schedule:
(g) Where, by virtue of clause 15 of this Schedule, the registered prospectus does not include a statement of financial position of the group, the net tangible asset backing per dollar of the securities being offered as at the date of the statement of financial position included in the registered prospectus pursuant to paragraph (f) of this subclause calculated in accordance with the assumption that the business, subsidiary, or body corporate had been acquired, and all the securities offered had been allotted and the subscriptions received, before that date.
Schedule 2, clauses 8(1)(a), (b) and (3)(g) were amended, as from 1 October 1997, by regulation 46(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 2, clause 8(3)(a) was amended, as from 1 October 1997, by regulation 46(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position contained or referred to”
for the words “balance sheet set out”
.
In relation to every material contract entered into by any member of the borrowing group at any time in the 2 years preceding the specified date (not being a contract entered into in the ordinary course of business of that member),—
(a) Its date; and
(b) The names of the parties to it; and
(c) Its general nature.
A brief description of any legal proceedings or arbitrations that are pending at the specified date and that may have a material adverse effect on the borrowing group.
Particulars of any issue expenses, including—
(a) The amount or estimated amount; and
(b) In respect of any commission payable,—
(i) The rate of commission; and
(ii) The persons or classes of persons to whom the commission is payable.
(1) The aggregate amount (as at the date of the latest statement of financial position contained or referred to in the registered prospectus) of any securities that are secured by a mortgage or charge over any of the assets of the borrowing group and that rank in point of security ahead of the securities being offered.
(2) The aggregate amount (as at the date of the latest statement of financial position contained or referred to in the registered prospectus) of any securities that are secured by a mortgage or charge over any of the assets of the borrowing group and that rank in point of security equally with the securities being offered.
Schedule 2, clause 12(1) and (2) were amended, as from 1 October 1997, by regulation 47 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position contained or referred to”
for the words “balance sheet set out”
.
(1) In respect of the trust deed relating to the securities being offered,—
(a) The date of the trust deed:
(b) Such particulars of the parties to the trust deed as are sufficient to identify the trust deed:
(c) Brief particulars of any terms of the trust deed that impose limitations relating to—
(i) The creation of new mortgages or charges ranking in point of security ahead of, or equally with, any mortgage or charge securing the securities being offered; or
(ii) Any ratio of liabilities, or of any class of liabilities, to assets, or to any class of assets, of the issuer:
(d) Where there are no terms of the kind described in paragraph (c) of this subclause, a statement to that effect:
(e) Brief particulars of the duties stated by the trust deed to be those of the trustee.
(2) Brief particulars of any restrictions on the ability of any member of the borrowing group to borrow, being restrictions—
(a) Which result from any undertaking given, or contract or deed entered into, by the member; and
(b) Which are not set out elsewhere in the registered prospectus.
(3) A statement by the trustee that—
(a) The offer of securities complies with any relevant provisions of the trust deed; and
(b) The trustee does not guarantee the repayment of securities or payment of interest thereon.
(1) Subject to subclause (2), all terms of the offer, and all terms of the securities being offered, not elsewhere set out in the registered prospectus, other than those—
(a) Implied by law; or
(b) Set out in a document that—
(i) Is registered with a public official; and
(ii) Is available for public inspection; and
(iii) Is referred to in the registered prospectus.
(2) If the registered prospectus contains—
(a) A statement to the effect that the interest rate or rates that may be earned by holding the securities being offered will be those set by the issuer at any particular time or from time to time, as the case may be; and
(b) A statement of the method by which the interest rate or rates may be ascertained—
the registered prospectus is not required to state the rate or rates of interest that may be earned by holding the securities.
Schedule 2, clause 14(1) was amended, as from 1 October 1997, by regulation 48(1) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “Subject to subclause (2), all terms of the offer”
for the words “All terms of the offer”
.
Schedule 2, clause 14(2) was inserted, as from 1 October 1997, by regulation 48(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
(1) Clauses 16 to 32 of this Schedule shall apply only if, before the specified date, a member of the group has commenced business and—
(a) Has acquired an asset; or
(b) Has incurred a debt.
(2) Clauses 16(1), 27(1), and 29(a) do not apply if—
(a) The latest financial statements for the issuer that have been registered under the Financial Reporting Act 1993 contain or are accompanied by financial statements for the borrowing group containing the information required to be contained in the registered prospectus by clauses 16 to 31; and
(b) The registered prospectus refers to those financial statements of the borrowing group and states the most recent accounting period covered by those statements.
Schedule 2, clause 15(2) was inserted, as from 1 October 1997, by regulation 49 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
(1) An audited consolidated statement of financial position of the group giving a true and fair view of the state of affairs of the group—
(a) As at the end of the most recently completed accounting period thereof; or
(b) Where there is no such accounting period, as at any stated date that is not more than 4 months before the specified date.
(2) If the directors of the offeror consider it necessary or desirable (after having regard to section 37A(1)(c) of the Act), an additional consolidated interim statement of financial position of the group (which statement of financial position need not be audited) giving a true and fair view of the state of affairs of the group as at any stated date that is not more than 9 months after the date of the statement of financial position contained in the registered prospectus pursuant to subclause (1) of this clause.
(3) Nothing in clauses 17 to 26 of this Schedule limits the matters that may be included—
(a) In any statement of financial position required by this clause; or
(b) In notes to any such statement of financial position which are set out in the registered prospectus.
Schedule 2, clause 16 was amended, as from 1 October 1997, by regulation 50(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 2, clause 16(2) was amended, as from 1 October 1997, by regulation 50(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the expression “section 37A(1)(c)”
for the expression “section 37A(1)(e)”
.
Each statement of financial position required by clause 16 of this Schedule, or notes to the statement of financial position which are set out in the registered prospectus, shall state the following matters:
(a) The total equity:
(b) In respect of each class of equity security,—
(i) A brief description thereof sufficient to identify it together with a statement of any voting rights, pre—
determined dividend rate, maturity date, and conversion rights relating thereto:
(ii) The number of securities allotted and still outstanding, and the amounts credited as paid up in respect thereof; and details of any changes therein since the commencement of the most recently completed accounting period of the group (other than such details as are set out elsewhere in the registered prospectus):
(iii) In the case of a company registered under the Companies Act 1955, the total nominal value of the securities of that class that have not been allotted:
(iv) If there are any restrictions upon allotment of the securities, particulars of those restrictions:
(c) A description of movements in equity since the commencement of the most recently completed accounting period of the group showing separately—
(i) Changes arising from any revaluation of assets:
(ii) Contributions from shareholders:
(iii) Other material changes.
(d) The amount of any cumulative dividends in arrears.
Schedule 2, clause 17 was amended, as from 1 October 1997, by regulation 51(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 2, clause 17 was amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by substituting paras (a), (b)(iii), and (c), and by inserting para (b)(iv).
Schedule 2, clause 17(a) and (c) were amended, as from 1 October 1997, by regulation 51(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the word “equity”
for the words “shareholders' funds”
.
Each statement of financial position required by clause 16, or notes to that statement of financial position, which are set out in the registered prospectus, must state, as a separate component of the aggregate amount of equity required to be stated by clause 17, the amount of equity attributable to equity securities that—
(a) Have been issued by subsidiaries of the issuer; and
(b) Are not held by members of the group.
Schedule 2, clause 18 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 2, clause 18 was further substituted, as from 1 October 1997, by regulation 52 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Each statement of financial position required by clause 16 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state the amount of any provision for deferred taxation.
Schedule 2, clause 19 was amended, as from 1 October 1997, by regulation 53 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Each statement of financial position required by clause 16 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state the following matters:
(a) The aggregate amount of non-current liabilities:
(b) The amounts of non-current liabilities owing to each of the following classes of persons (where material):
(i) Associated bodies corporate:
(ii) Related bodies corporate:
(iii) Directors of the issuer:
(c) An analysis of the non-current liabilities by maturity, showing in respect of each financial year in which non-current liabilities are repayable, the amounts repayable in that year together with a summary of the interest rates on those amounts (where practicable, in the form of a weighted average interest rate) for that year:
(d) The amount of the non-current liabilities that are secured, and a brief description of the nature of the security.
Schedule 2, clause 20 was amended, as from 1 October 1997, by regulation 54(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 2, clause 20 was further amended, as from 1 October 1997, by regulation 54(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “non-current liabilities”
for the words “term liabilities”
.
Each statement of financial position required by clause 16 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state the following matters:
(a) The aggregate amount of current liabilities; and
(b) In addition (as separate items), such of the following amounts included within that aggregate amount as are material:
(i) The total of trade creditors:
(ii) The total of bank loans and overdraft:
(iii) The total of provisions for taxation:
(iv) The total of provisions for dividends:
(v) The amounts of each other category of current liability (and a description thereof):
(c) The amounts of current liabilities owing to each of the classes of persons specified in clause 20(b) of this Schedule (where material):
(d) The amount of the current liabilities that are secured, and a brief description of the nature of the security.
Schedule 2, clause 21 was amended, as from 1 October 1997, by regulation 55(1) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 2, clause 21(b)(i) was substituted, as from 1 October 1997, by regulation 55(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Each statement of financial position required by clause 16 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state the following matters:
(a) Particulars (including the estimated amount thereof and the period of commitment) of any material commitments for capital expenditure (other than those included as liabilities in the balance sheet):
(b) Particulars (including the estimated amount thereof and the period of commitment) of any material commitments in respect of leases and hire purchase agreements (other than those included as liabilities in the balance sheet):
(c) A brief description of any material contingent liabilities, and the estimated amount thereof.
Schedule 2, clause 22 was amended, as from 1 October 1997, by regulation 56 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Each statement of financial position required by clause 16 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state the following matters:
(a) The aggregate amount of fixed assets:
(b) A classification of the fixed assets into the following categories; and, in respect of each category, the basis or bases of valuation, the name and qualification of the valuer and date of valuation, if any, the aggregate amount on each basis, and accumulated depreciation shown as a deduction from each aggregate amount:
(i) Land:
(ii) Buildings:
(iii) Machinery and equipment:
(iv) Other fixed assets:
(c) A brief description of the assets to which paragraph (b)(iv) of this clause relates:
(d) The aggregate of the latest Government valuations of land and buildings; and the cost of any additions to land and buildings subsequent to the relevant valuation.
Schedule 2, clause 23 was amended, as from 1 October 1997, by regulation 57(1) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 2, clause 23(b) was amended, as from 1 October 1997, by regulation 57(1) Securities Amendment Regulations 1997 (SR 1997/151) by inserting the words “the name and qualification of the valuer and date of valuation, if any,”
.
Schedule 2, clause 23(b)(i) and (ii) were substituted, as from 1 October 1997, by regulation 57(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Each statement of financial position required by clause 16 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state—
(a) The aggregate amount of investments; and
(b) In addition (as separate items), the amounts included within that aggregate amount in respect of:
(i) The total of investments in subsidiaries that are not members of the group at cost (less amounts written off) or market value (if ascertainable), whichever is the lesser:
(ii) The total of investments in related bodies corporate (other than subsidiaries that are not members of the group) at cost (less amounts written off) or market value (if ascertainable), whichever is the lesser:
(iii) The total of investments in associated bodies corporate at cost (less amounts written off) or market value (if ascertainable), whichever is the lesser:
(iv) Where material, the total of securities issued by the Crown or a local authority; and, where this amount is not market value, the total market value:
(v) Where material, the total of investments in other bodies corporate that are parties to listing agreements with a registered exchange and, where this amount is not market value, the total market value.
Schedule 2, clause 24 was amended, as from 1 October 1997, by regulation 58 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 2, clause 24(b)(v) was amended, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44), by substituting the words “that are parties to listing agreements with a registered exchange”
for the words “listed on a trading exchange”
.
Each statement of financial position required by clause 16 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state—
(a) The aggregate amount of current assets; and
(b) In addition (as separate items), such of the following amounts included within that aggregate amount as are material:
(i) The aggregate amount of cash, bank balances, and deposits with money market dealers:
(ii) The amount of securities held, and, where this amount is not market value, the total market value:
(iii) The amount of trade receivables (showing as separate deductions from those receivables any provisions for interest not yet earned and doubtful debts):
(iv) Total inventories (showing separately, where appropriate, the amounts for raw materials, work in progress, and finished goods, and the basis of valuation):
(v) Each other category of current asset (and a description thereof):
Schedule 2, clause 25 was amended, as from 1 October 1997, by regulation 59(1) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 2, clause 25(b)(iii) was substituted, as from 1 October 1997, by regulation 59(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 2, clause 25(c) was amended, as from 1 October 1997, by regulation 59(3) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “trade receivables”
for the words “accounts receivable”
.
Each statement of financial position required by clause 16 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state:
(a) The aggregate amount of intangible assets; and
(b) In addition (as separate items), such of the following amounts included within that aggregate amount as are material:
(i) Total goodwill:
(ii) The total of patents and trade marks:
(c) The aggregate of all assets not specified in any provision of clauses 23 to 25 of this Schedule or of paragraph (a) or paragraph (b) of this clause:
(d) In addition (as separate items), the nature and amount of each material asset included in the aggregate stated pursuant to paragraph (c) of this clause.
Schedule 2, clause 26 was amended, as from 1 October 1997, by regulation 60 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
(1) An audited consolidated statement of financial performance of the group giving a true and fair view of the results of the group—
(a) For the most recently completed accounting period thereof; or
(b) Where there is no such accounting period, the period from the date of commencement of business by the issuer to the date of the statement of financial position set out in the registered prospectus pursuant to clause 16(1)(b) of this Schedule.
(2) Where an interim statement of financial position is set out in the registered prospectus pursuant to clause 16(2) of this Schedule, a consolidated statement of financial performance (which statement need not be audited) of the group giving a true and fair view of the results of the group for the period from the date of the statement of financial position set out in the registered prospectus pursuant to clause 16(1) of this Schedule to the date of the interim statement of financial position.
(3) Nothing in clause 28 of this Schedule limits the information that may be included—
(a) In any statement of financial performance required by this clause; or
(b) In notes to any such statement of financial performance which are set out in the registered prospectus.
Schedule 2, clause 27 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 2, clause 27 was amended, as from 1 October 1997, by regulation 61(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial performance”
for the words “profit and loss statement”
.
Schedule 2, clause 27(1)(b) and (2) were amended, as from 1 October 1997, by regulation 61(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Each statement of financial performance required by clause 27 of this Schedule, or notes to that statement of financial performance which are set out in the registered prospectus, shall state the following matters:
(a) Total operating revenues (and the basis of calculation of total operating revenues):
(b) The amount of investment revenue from—
(i) Subsidiaries that are not members of the group:
(ii) Associated bodies corporate:
(iii) All other sources:
(c) The amount of audit fees and expenses:
(d) The amount of directors' fees:
(e) The amount of provisions made for depreciation and obsolescence:
(f) The total interest expense:
(g) Where material, total leasing and renting expense:
(h) A description of transactions between any member of the group and any body corporate related thereto that materially affect consolidated surplus or deficit:
(i) A description of the nature of any item that is of such incidence and size, or of such nature, that its disclosure is necessary to explain the performance of the group:
(j) Where material, the amount of any foreign exchange gains or losses recognised in the statement of financial performance distinguishing between realised and unrealised gains or losses:
(k) The net surplus or deficit before taxation:
(l) The amount provided for, or credited by way of, taxation; and a brief explanation of any difference between this amount and the amount that would need to be provided for, or would be credited by way of, taxation if the whole of the surplus or deficit referred to in paragraph (k) of this clause were taxed at the standard rate applicable to companies:
(m) The net surplus or deficit after taking account of taxation and before taking account of the matters specified in paragraph (n) of this clause:
(n) The amount and a description of each category of extraordinary items (net of taxation) that derive from events outside the ordinary activities of the business:
(o) The net surplus or deficit after taking account of taxation and the matters specified in paragraph (n) of this clause:
(p) Such part of the net surplus or deficit referred to in paragraph (o) of this clause as is attributable to persons who are not members of the group and who hold equity securities allotted by guaranteeing subsidiaries.
Schedule 2, clause 28 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 2, clause 28 was amended, as from 1 October 1997, by regulation 62(1)(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial performance”
for the words “profit and loss statement”
.
Schedule 2, clause 28(a) was substituted, as from 1 October 1997, by regulation 62(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 2, clause 28(b) was amended, as from 1 October 1997, by regulation 62(1)(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the word “revenue”
for the word “income”
.
Schedule 2, clause 28(h) was amended, as from 1 October 1997, by regulation 62(1)(c) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “surplus or deficit”
for the words “profit or loss”
.
Schedule 2, clause 28(i) was substituted, as from 1 October 1997, by regulation 62(3) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 2, clause 28(k)-(m), (o), and (p) were amended, as from 1 October 1997, by regulation 62(1)(c) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “surplus or deficit”
for the words “profit or loss”
.
A consolidated statement of cash flows for the group giving a true and fair view of those cash flows—
(a) For the period to which the statement of financial performance set out in the registered prospectus pursuant to clause 27(1) of this Schedule relates, which statement shall be audited; and
(b) For the period to which any statement of financial performance set out in the registered prospectus pursuant to clause 27(2) of this Schedule relates, which statement need not be audited.
Schedule 2, clause 29 was substituted by regulation 3(1) Securities Regulations 1983, Amendment No 1 (SR 1988/95). See regulation 5(2) of those Regulations for the transitional provisions.
Paragraphs (a) and (b) were amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by substituting the word “statement”
for the word “account”
.
Schedule 2, clause 29 was amended, as from 1 October 1997, by regulation 63 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial performance”
for the words “profit and loss statement”
.
The financial statements specified in clauses 16 to 29 of this Schedule shall include—
(a) In the case of a statement of financial performance relating to the most recently completed accounting period of the group, comparative figures for the preceding accounting period:
(b) In the case of a statement of financial position as at the end of the most recently completed accounting period of the group, comparative figures as at the end of the preceding accounting period:
(c) A statement of all material accounting policies (stating the basis of accounting used); and of any changes therein:
(d) Where amounts of monetary assets or liabilities have been converted to New Zealand currency for inclusion in a statement of financial position, in respect of each material amount—
(i) A description of the amount:
(ii) A statement as to the currency from which it was converted, and the exchange rate used to convert the amount; and the rate (if known) at which the amount will be settled.
Schedule 2, paragraph 30(a) was amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by substituting the word “statement”
for the word “account”
.
Schedule 2, clause 30(a) was amended, as from 1 October 1997, by regulation 64(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial performance”
for the words “profit and loss statement”
.
Schedule 2, clause 30(b) and (d) were amended, as from 1 October 1997, by regulation 64(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Where the latest statement of financial position contained or referred to in the registered prospectus shows monetary assets exceeding two-thirds of total tangible assets, the following additional matters:
(a) A statement showing separately, but on a matching basis, the amounts of monetary assets receivable, and the amounts of liabilities payable,—
(i) At call or not later than 6 months after the date of that statement of financial position:
(ii) Later than 6 months, but not later than 12 months, after that date:
(iii) Later than 12 months, but not later than 24 months, after that date:
(iv) Later than 24 months, but not later than 60 months, after that date:
(v) Later than 60 months after that date:
(b) In respect of such of those monetary assets as are amounts receivable—
(i) The proportion thereof with repayments in arrears in excess of 3 months:
(ii) The proportion thereof owed, in aggregate, by the debtors who owe the 6 largest amounts:
(c) Where unused credit facilities are available to the group and are referred to in the registered prospectus, a statement of any conditions affecting the use of the facilities.
Schedule 2, clause 31 was amended, as from 1 October 1997, by regulation 65(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position contained or referred to”
for the words “balance sheet set out”
.
Schedule 2, clause 31(a)(i) was amended, as from 1 October 1997, by regulation 65(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
The statements of financial position and financial performance and notes and statements referred to in clauses 16 to 31 must not include any amounts derived by using the equity method of accounting.
Schedule 2, clause 32 was substituted, as from 1 October 1997, by regulation 66 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
The times and places in New Zealand where the following documents or copies of the following documents (and, if they are wholly or partly in a foreign language, a correct translation of the documents in English) may, on payment of any fee, be inspected by a person who so requests:
(a) The memorandum and articles of association or constitution, as the case may be, or other documents or instruments constituting or defining the constitution of the issuer:
(b) Any material contract disclosed pursuant to clause 9 of this Schedule:
(c) Where the issuer was incorporated outside New Zealand, the statute or other authority by or under which the issuer was incorporated.
Schedule 2, clause 33(a) was amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by inserting the words “or constitution, as the case may be,”
.
Schedule 2, clause 33 (that part before paragraph (a)) was substituted, as from 1 October 1997, by regulation 67 Securities Amendment Regulations 1997 (SR 1997/151).
Particulars of any material matters relating to the offer of securities (other than matters elsewhere set out in the registered prospectus or in the financial statements referred to in the registered prospectus pursuant to clause 15(2), and contracts entered into in the ordinary course of business of a member of the borrowing group).
Schedule 2, clause 34 was amended, as from 1 October 1997, by regulation 68 Securities Amendment Regulations 1997 (SR 1997/151) by inserting the words “or in the financial statements referred to in the registered prospectus pursuant to clause 15(2),”
.
A statement by the directors of the issuer as to whether, after due enquiry by them in relation to the period between the date of the latest statement of financial position contained or referred to in the registered prospectus and the specified date there have, in their opinion, arisen any circumstances that materially adversely affect—
(a) The trading or profitability of the borrowing group; or
(b) The value of its assets; or
(c) The ability of the borrowing group to pay its liabilities due within the next 12 months.
Schedule 2, clause 35 was amended, as from 1 October 1997, by regulation 69 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position contained or referred to”
for the words “balance sheet set out”
.
(1) A copy of a report by a qualified auditor, signed by him or her (either in his or her own name or that of his or her firm), stating—
(a) The work done by the auditor; and
(b) The scope and limitations of the audit; and
(c) The existence of any relationship (other than that of auditor) which the auditor has with, or any interests which the auditor has in, the issuer or any of its subsidiaries; and
(d) Whether the auditor has obtained all information and explanations that he or she has required; and
(e) Whether, in the auditor's opinion, as far as appears from an examination of them, proper accounting records have been kept by the group; and
(f) Whether or not, in the auditor's opinion, the financial statements and any group financial statements that are required by clauses 16 to 31 of this Schedule and that are required to be audited—
(i) Comply with these regulations; and
(ii) Subject to these regulations, comply with generally accepted accounting practice; and
(iii) Give a true and fair view of the state of affairs of the group as at the date thereof and of the results and cash flows of the group for the period to which they relate, taking into account information or explanations of the kind referred to in section 14(2) of the Financial Reporting Act 1993 (if any)—
and, if they do not, the respects in which they do not; and
(2) If the registered prospectus contains prospective financial information, the auditor's report must contain a statement in the following form:
“In our opinion, the prospective financial information, so far as the accounting policies and calculations are concerned, has been properly compiled on the footing of the assumptions made or adopted by the issuer set out at pp.... of this prospectus and is presented on a basis consistent with the accounting policies normally adopted by the company (group).”
(3) If financial statements are referred to in a registered prospectus pursuant to clause 15(2), a report under this clause is not required to contain information of the kinds referred to in paragraphs (a) to (f) of subclause (1) to the extent that that information is contained in a report by a qualified auditor that is registered under the Financial Reporting Act 1993.
Schedule 2, clause 36(1) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 2, clause 36(2) was substituted, as from 1 October 1997, by regulation 70(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 2, clause 36(3) was inserted, as from 1 October 1997, by regulation 70(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.