New Zealand Legislation: Regulations
Regulations are laws made under Acts
Schedule 3 | reg 3(3) |
(1) The name of the offeror, 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 number or amount, and the nominal value, of the securities being offered.
(4) The price or other consideration to be paid or provided for the securities being offered.
(1) The name, address, and technical or professional qualifications (if any) of the manager of the scheme and (where the manager is a body, whether corporate or unincorporate) of every director thereof.
(2) If any manager, or (where the manager is a body whether corporate or unincorporate) director of a manager, 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 manager or director concerned.
(3) The names of any auditors, bankers, sharebrokers, solicitors, and securities registrar for the scheme.
(4) The names, addresses, and qualifications of any experts named in the registered prospectus.
(5) If the offer of securities is underwritten, the name and address of the underwriter.
Schedule 3, clause 2(1) was amended, as from 1 October 1997, by regulation 71 Securities Amendment
Regulations 1997 (SR 1997/151) by omitting the word “residential”
.
(1) The name of the statutory supervisor for the scheme.
(2) A statement to the effect that the statutory supervisor does not guarantee the repayment of the securities or the payment of interest thereon.
(1) A description of the scheme.
(2) A description of the development of the scheme during the 5 years preceding the specified date.
(3) A brief description of the nature and use of the principal fixed assets used for the purposes of the scheme, and a statement whether and by whom those assets will be owned or leased.
A description, and (where practicable) quantification, of all liabilities (including potential and contingent liabilities) that a person will or may incur as a holder of participatory securities relating to the scheme.
(1) A financial statement in summary form (and, where practicable, in tabular form) in respect of the scheme.
(2) The amounts in the financial statement required by subclause (1) of this clause shall be amounts that appear in financial statements giving a true and fair view of the results and state of affairs of the scheme 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 latest 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 21(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) Management expenses:
(iii) Total interest expense:
(iv) [Revoked]
(v) The net surplus or deficit before taking account of taxation and extraordinary items:
(vi) The total provided for, or credited by way of, taxation:
(vii) The net surplus or deficit before taking account of extraordinary items:
(viii) The total of any extraordinary items (net of taxation) that derive from events outside the ordinary activities of the scheme:
(ix) The net surplus or deficit after taking account of extraordinary items:
(x) Distributions or appropriations of net surplus or deficit:
(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) The financial statement required by subclause (1) of this clause shall also show the net tangible asset backing per unit of the securities being offered at the date of the latest statement of financial position contained or referred to in the registered prospectus calculated in accordance with each of the following assumptions:
(a) All the securities had been allotted, and the subscriptions received, before that date:
(b) All the securities had been allotted, and the subscriptions received, before that date and all outstanding securities that are convertible into securities of the class being offered had been converted before that date (where there are variable rates of conversion having effect at different times, at the next available rate of conversion).
(6) 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 scheme, and of any material changes in the accounting policies used, that occurred during the periods to which the amounts relate.
Schedule 3, clause 6(3)(a) was amended, as from 1 October 1997, by regulation 72(1)(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 3, clause 6(3) and (5) were amended, as from 1 October 1997, by regulation 72(1)(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”
.
Schedule 3, clause 6(3)(a)(i) was substituted, as from 1 October 1997, by regulation 72(2) Securities Amendment Regulations 1997 (SR 1997/151).
Schedule 3, clause 6(3)(a)(iv) was revoked, as from 1 October 1997, by regulation 72(3)(a) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 3, clause 6(3)(v), (vii), (ix), and (x) were amended, as from 1 October 1997, by regulation 72(3)(b) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “surplus or deficit”
for the words “profit or loss”
.
Schedule 3, clause 6(3)(b)(iv) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 3, clause 6(3)(b)(iv) was further substituted, as from 1 October 1997, by regulation 72(4) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 3, clause 6(4A) was inserted, as from 1 October 1997, by regulation 72(5) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 3, clause 6(6)(a) was amended, as from 1 October 1997, by regulation 72(6) Securities Amendment
Regulations 1997 (SR 1997/151) by omitting the words “abnormal items or”
.
Schedule 3, clause 6(6)(ab) was inserted, as from 1 October 1997, by regulation 72(7) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
(1) A brief description of the plans that the manager has in respect of the scheme for the year commencing on the specified date, including the sources of finance that will be required for the plans.
(2) A statement as to the prospects of the scheme, together with any material information that may be relevant thereto.
(3) The statement required by subclause (1) of this clause shall include a description of all special trade factors and risks that—
(a) Are not mentioned elsewhere in the registered prospectus; and
(b) Are not likely to be known or anticipated by the general public; and
(c) Could materially affect the prospects of the scheme.
(4) In the case of a scheme that has not commenced business, or has commenced business within 6 months of the specified date,—
(a) A feasibility study of the scheme stating—
(i) All assumptions on which it is based; and
(ii) The proposed distribution of any gross earnings of the scheme between the promoters, managers, and holders of participatory securities relating to the scheme; and
(b) Where a reference is made in the registered prospectus to proposed (or expected) earnings or a rate of return, the reference shall be accompanied by prospective financial information showing—
(i) The method of calculation of the stated earnings or rate of return; and
(ii) The period of time expected to elapse before the stated earnings are, or the expected rate of return is, achieved.
(5) A prospective statement of cash flows relating to the scheme for the year commencing on the date of the latest statement of financial position contained or referred to in the registered prospectus, or if there is no such statement of financial position, the year commencing on the specified date.
(6) Without limiting the information to be included in the prospective statement of cash flows required by subclause (5) of this clause, that prospective statement of cash flows shall—
(a) Show the likely receipt and proposed use of the proceeds of the offer of securities; and
(b) State the principal assumptions on which it is based.
Schedule 3, clause 7(4)(b) was amended, as from 1 October 1997, by regulation 73(1)(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “prospective financial
information”
for the words “forecast
financial statements”
.
Schedule 3, clause 7(4)(b)(ii) was amended, as from 1 October 1997, by regulation 73(1)(b) Securities Amendment
Regulations 1997 (SR 1997/151) by inserting the words “rate of”
.
Schedule 3, clause 7(5) was substituted, as from 1 October 1997, by regulation 73(21) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 3, clause 7(6) was amended, as from 1 October 1997, by regulation 73(3) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “prospective statement
of cash flows”
for the words “forecast
statement”
.
For the purposes of section 37(2) of the Act, the minimum amount that, in the opinion of the manager, must be raised by the issue of the securities in order to provide the sums (or, if any part thereof is to be defrayed in any other manner, the balance of the sums) required to be provided in respect of each of the following matters:
(a) The purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the offer:
(b) Any preliminary expenses and commission payable in whole or in part out of the proceeds of the offer:
(c) Working capital:
(d) The repayment of any money borrowed in respect of any of the foregoing matters.
(1) Where the registered prospectus or an advertisement relating to the scheme states or implies that a person 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 (2) 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, 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.
(2) 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 3, clause 9(1)(d) and (2) were amended, as from 1 October 1997, by regulation 74 Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
(1) Notwithstanding any other provision of this clause, this clause shall not apply in respect of any business or equity securities if—
(a) The registered prospectus contains a statement of financial position in accordance with clause 21(1) of this Schedule; and
(b) The consideration paid or payable, or proposed to be paid, for the acquisition of the business or equity securities is not more than one-fifth of the amount of the total tangible assets shown in that statement of financial position.
(2) If a business or equity securities have been acquired for the purposes of the scheme at any time in the 2 years preceding the specified date, the following information:
(a) A brief description of the activities of—
(i) That business; or
(ii) The business carried on by the issuer of those equity securities,—
in the course of the period that began 5 years before the specified date and ended on the date on which the business, or equity securities, were acquired:
(3) If—
(a) A business or equity securities have been acquired for the purposes of the scheme 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 it is intended that a business or equity securities will be acquired for the purpose of the scheme—
the following information:
(c) The amount of the consideration paid or payable, or proposed to be paid, for the business or equity securities:
(d) A brief description of that business, or of the business carried on by the issuer of those equity securities, in the course of the 5 years before the specified date:
(e) In respect of that business or the issuer of those securities, the matters specified in clause 8 (other than subclauses (3)(b)(v) and (5)) of Schedule 1 to these regulations in respect of the 5 accounting periods preceding the specified date, and the matters specified in clauses 23 to 38 of Schedule 1 to these regulations.
Schedule 3, clause 10(1)(a) and (b) were amended, as from 1 October 1997, by regulation 75(1)(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 3, clause 10(3)(a) was amended, as from 1 October 1997, by regulation 75(1)(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 respect of all participatory securities relating to the scheme that, within the 5 years preceding the specified date, have been allotted, or have been subscribed for and are to be allotted, as fully or partly paid up otherwise than in cash, the following particulars:
(a) A description (sufficient to identify it) of each class of security:
(b) In respect of each class of security, the extent to which the securities are paid up otherwise than in cash:
(c) In respect of each class of security, a description of the consideration for which the securities have been allotted or are to be allotted.
Where an option to subscribe for securities relating to the scheme is granted to, or is proposed to be granted to, any person by or on behalf of a manager or promoter of the scheme, the following information:
(a) In respect of each class of the securities that are under option:
(i) A description thereof:
(ii) The total number of securities:
(iii) The subscription price of each security:
(iv) The consideration (if any) given or to be given for each option and the expiry date thereof:
(b) The total number of each class of securities under option to, or for the benefit of, each of the following classes of persons:
(i) The promoters and managers of the scheme:
(ii) Where a promoter or manager is a body corporate or unincorporate, the directors and principal officers thereof or of any subsidiary thereof:
(iii) The employees of a promoter or manager of the scheme and, where a promoter or manager is a body whether corporate or unincorporate, the employees of any subsidiary of the promoter or manager:
Provided that this paragraph shall not apply where the option is granted or is proposed to be granted on the same terms and on a pro rata basis to all holders of securities of the same class as those to which the option relates.
(1) Where a manager of the scheme (or, where a manager is a body whether corporate or unincorporate, the manager or a director or principal officer thereof) is entitled to remuneration for services in respect of the scheme, particulars of the nature of the services.
(2) Where any material transaction has been entered into at any time in the 5 years preceding the specified date, or is to be entered into on or after the specified date,—
(a) Between any person on behalf of the scheme and a manager of the scheme; or
(b) Between any person on behalf of the scheme and, where the manager is a body, whether corporate or unincorporate,—
(i) Any body corporate related to the manager; or
(ii) Any director or proposed director of the manager or any body corporate related to the manager; or
(c) Between any person on behalf of the scheme and any immediate relative of—
(i) A manager of the scheme; or
(ii) Where the manager is a body whether corporate or unincorporate, any director or proposed director thereof or of any body corporate related thereto; or
(d) Between any person on behalf of the scheme and any company more than half of whose share capital was or will be held, directly or indirectly, at the date of the transaction, by—
(i) A manager of the scheme; or
(ii) Where the manager is a body whether corporate or unincorporate, any director or proposed director thereof or of any body corporate related thereto; or
(iii) Any immediate relative of a person mentioned in subparagraph (i) or subparagraph (ii) of paragraph (c) of this subclause,—
the following information:
(e) A description of the property acquired, or to be acquired, under the transaction; and
(f) The cost of the property acquired, or to be acquired, under the transaction to the person by whom it has been or is to be acquired under the transaction; and
(g) A brief description of the other terms of the acquisition of the property; and
(h) The cost of the property to the person disposing of the property under the transaction; and
(i) The date on which the person disposing of the property under the transaction acquired the property.
(1) The full name of every promoter of the securities being offered.
(2) Where a promoter of the scheme (or, where a promoter is a body whether corporate or unincorporate, the promoter or a director or principal officer thereof) is entitled to remuneration for services in respect of the scheme, particulars of the amount of remuneration and of the nature of the services.
(3) If any material transaction has been entered into at any time in the 5 years preceding the specified date, or is to be entered into on or after the specified date,—
(a) Between any person on behalf of the scheme and a promoter of the scheme; or
(b) Between any person on behalf of the scheme and, where the promoter is a body, whether corporate or unincorporate—
(i) Any body corporate related to the promoter; or
(ii) Any director or proposed director of the promoter or of any body corporate related to the promoter; or
(c) Between any person on behalf of the scheme and any immediate relative of—
(i) A promoter of the scheme; or
(ii) Where the promoter is a body whether corporate or unincorporate, any director or proposed director thereof or of any body corporate related thereto; or
(d) Between any person on behalf of the scheme and any company more than half of whose share capital was or will be held directly or indirectly, at the date of the transaction, by—
(i) A promoter of the scheme; or
(ii) Where the promoter is a body whether corporate or unincorporate, any director or proposed director thereof or of any body corporate related thereto; or
(iii) Any immediate relative of a person mentioned in subparagraph (i) or subparagraph (ii) of paragraph (c) of this subclause,—
the following information:
(e) A description of the property acquired, or to be acquired, under the transaction; and
(f) The cost of the property acquired, or to be acquired, under the transaction to the person by whom it has been or is to be acquired under the transaction; and
(g) A brief description of the other terms of the acquisition of the property; and
(h) The cost of the property to the person disposing of the property under the transaction; and
(i) The date on which the person disposing of the property under the transaction acquired the property.
In relation to every material contract entered into in respect of the scheme at any time in the 2 years preceding the specified date (not being a contract entered into in the ordinary course of business of the scheme),—
(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—
(a) Are pending at the specified date; and
(b) May have a material adverse effect on the scheme.
Particulars of any issue expenses, including—
(a) Their 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) All the terms of the deed of participation relating to the scheme.
(2) Subclause (1) of this clause does not apply if—
(a) A copy of the deed is attached to the registered prospectus; and
(b) The registered prospectus states that a copy of the deed is attached thereto.
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.
(1) Clauses 21 to 34 of this Schedule shall apply only if, before the specified date the scheme has commenced business and,—
(a) An asset has been acquired by the scheme; or
(b) A debt has been incurred in respect of the scheme.
(2) Clauses 21(1), 31(1), and 33(a) do not apply if—
(a) The latest financial statements for the scheme that have been registered under the Financial Reporting Act 1993 contain or are accompanied by financial statements for the scheme containing the information required to be contained in the registered prospectus by clauses 21 to 34; and
(b) The registered prospectus refers to those financial statements of the scheme and states the most recent accounting period covered by those statements.
Schedule 3, clause 20(2) was inserted, as from 1 October 1997, by regulation 72(1)(b) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
(1) An audited statement of financial position of the scheme giving a true and fair view of the state of affairs of the scheme—
(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 offeror considers it necessary or desirable (after having regard to section 37A(1)(c) of the Act), an additional interim statement of financial position of the scheme (which statement of financial position need not be audited) giving a true and fair view of the state of affairs thereof 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 22 to 34 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 3, clause 21 was amended, as from 1 October 1997, by regulation 77(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 3, clause 21(2) was amended, as from 1 October 1997, by regulation 77(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 21 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 aggregate amount of funds contributed by, or credited to, holders of participatory securities relating to the scheme:
(b) In respect of each class of participatory security,—
(i) A brief description thereof sufficient to identify it together with a statement of any voting rights, rights to surpluses, and maturity date 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 scheme (other than such details as are set out elsewhere in the registered prospectus):
(iii) The total nominal value of the securities of that class that have not been allotted; and, if there are any restrictions upon allotment, particulars of those restrictions:
(c) The amount of retained earnings credited to holders of participatory securities, and details of changes therein since the commencement of the most recently completed accounting period of the scheme (other than such details as are set out elsewhere in the registered prospectus):
(d) A description of the rights of the holders of each class of participatory securities to share in the distribution of retained earnings.
Schedule 3, clause 22 was amended, as from 1 October 1997, by regulation 78(1) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 3, clause 22(b)(i) was amended, as from 1 October 1997, by regulation 78(2) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “rights to surpluses”
for the words “rights to profits”
.
Each statement of financial position required by clause 21 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 3, clause 6(3) and (5) were amended, as from 1 October 1997, by regulation 79 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 21 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 amount of non-current liabilities:
(b) The amount of non-current liabilities owing to managers and promoters of the scheme and the rate or rates of interest payable in respect thereof:
(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 non-current liabilities that are secured and a brief description of the nature of the security.
Schedule 3, clause 24 was amended, as from 1 October 1997, by regulation 80(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 3, clause 24 was amended, as from 1 October 1997, by regulation 80(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 21 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 in 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 distributions payable:
(v) The amount of each other category of current liability (and a description thereof):
(c) The amounts of current liabilities owing to managers and promoters of the scheme and the rate or rates of interest payable in respect thereof:
(d) The amount of the current liabilities that are secured, and a brief description of the nature of the security.
Schedule 3, clause 25 was amended, as from 1 October 1997, by regulation 81(1) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 3, clause 25(b)(i) and (iv) were substituted, as from 1 October 1997, by regulation 81(2) and (3) 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 21 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 statement of financial position):
(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 statement of financial position):
(c) A brief description of any material contingent liabilities, and the estimated amount thereof.
Schedule 3, clause 26 was amended, as from 1 October 1997, by regulation 82 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 21 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, with the dates thereof, and the cost of any additions to land and buildings subsequent to the relevant valuation.
Schedule 3, clause 27 was amended, as from 1 October 1997, by regulation 83(1) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 3, clause 27(b) was amended, as from 1 October 1997, by regulation 83(2) 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 3, clause 27(b)(i) and (ii) were substituted, as from 1 October 1997, by regulation 83(3) 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 21 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 any manager or promoter of the scheme at cost (less amounts written off) or market value (if ascertainable) whichever is the lesser:
(ii) 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:
(iii) The total of other investments in 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 3, clause 28 was amended, as from 1 October 1997, by regulation 84 Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 3, clause 28(b)(iii) 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 21 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 as separate items, 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):
(c) In respect of the trade receivables referred to in subparagraph (iii) of paragraph (b) of this clause the amounts thereof owing from managers and promoters.
Schedule 3, clause 29 was amended, as from 1 October 1997, by regulation 85(1) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 3, clause 29(b)(iii) was substituted, as from 1 October 1997, by regulation 85(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 3, clause 29(c) was amended, as from 1 October 1997, by regulation 85(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 21 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 27 to 29 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 3, clause 30 was amended, as from 1 October 1997, by regulation 86 Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
(1) An audited statement of financial performance of the scheme giving a true and fair view of the results of the scheme—
(a) For the most recently completed accounting period thereof; or
(b) Where there is no such accounting period, for the period from the date of commencement of the scheme to the date of the statement of financial position contained or referred to in the registered prospectus pursuant to clause 21(1)(b) of this Schedule.
(2) Where an interim statement of financial position is set out in the registered prospectus pursuant to clause 21(2) of this Schedule, a statement of financial performance (which statement need not be audited) of the scheme giving a true and fair view of the results of the scheme for the period from the date of the statement of financial position set out in the registered prospectus pursuant to clause 21(1) of this Schedule to the date of the interim statement of financial position.
(3) Nothing in clause 32 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 3, clause 31 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 3, clause 31 was amended, as from 1 October 1997, by regulation 87(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
performance”
for the words “profit and
loss statement”
.
Schedule 3, clause 31(1)(b) was amended, as from 1 October 1997, by regulation 87(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”
.
Schedule 3, clause 31(2) was amended, as from 1 October 1997, by regulation 87(c) 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 31 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:
(c) The amount of audit fees and expenses:
(d) The amount of manager's remuneration:
(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 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 scheme:
(i) 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:
(j) The net surplus or deficit before taxation:
(k) 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 (j) of this clause were taxed at the standard rate applicable to companies:
(l) The net surplus or deficit after taking account of taxation and before taking account of the matters specified in paragraph (m) of this clause:
(m) The amount and a description of each category of extraordinary items (net of taxation) that derive from events outside the ordinary activities of the scheme:
(n) The net surplus or deficit after taking account of taxation and of the matters specified in paragraph (m) of this clause.
Schedule 3, clause 32 was substituted, as from 1 July 1994, by section 3 Company law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 3, clause 32 was amended, as from 1 October 1997, by regulation 88(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 3, clause 32(a) was substituted, as from 1 October 1997, by regulation 88(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 3, clause 32(b) was amended, as from 1 October 1997, by regulation 88(1)(b) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the word “revenue”
for
the word “income”
.
Schedule 3, clause 32(h) was substituted, as from 1 October 1997, by regulation 88(3) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 3, clause 32(j), (k), (l), and (n) were amended, as from 1 October 1997, by regulation 88(1)(c) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “surplus or deficit”
for the words “profit or loss”
.
A statement of cash flows for the scheme 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 31(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 31(2) of this Schedule relates, which statement need not be audited.
Schedule 3, clause 33 was substituted by regulation 4(1) Securities Regulations 1983, Amendment No 1 (SR 1988/95).
Schedule 3, clause 33(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 3, clause 33 was amended, as from 1 October 1997, by regulation 89 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 21 to 33 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 scheme, 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 scheme, 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 3, paragraph 34(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 3, clause 34(a) was amended, as from 1 October 1997, by regulation 90(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
performance”
for the words “profit and
loss statement”
.
Schedule 3, clause 34(b) and (d) were amended, as from 1 October 1997, by regulation 90(b) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
The times and places where any material contract disclosed pursuant to clause 15, or a copy of any material contract, may, on payment of any fee, be inspected by a person who so requests.
Schedule 3, clause 35 was substituted, as from 1 October 1997, by regulation 91 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
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 20(2), and contracts entered into in the ordinary course of business of the scheme).
Schedule 3, clause 36 was amended, as from 1 October 1997, by regulation 92 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 20(2),”
.
A statement by the manager as to whether, after due enquiry by him 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 his opinion, arisen any circumstances that materially adversely affect—
(a) The profitability or activities of the scheme; or
(b) The value of its assets; or
(c) The ability of the scheme to pay its liabilities due within the next 12 months.
Schedule 3, clause 37 was amended, as from 1 October 1997, by regulation 93 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 scheme; 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 scheme; and
(f) Whether or not, in the auditor's opinion, the financial statements that are required by clauses 21 to 34 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 scheme as at the date thereof and of the results and cash flows of the scheme 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 (entity).”
(3) If financial statements are referred to in a registered prospectus pursuant to clause 20(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 3, clause 38(1), was amended by regulation 4(2) Securities Regulations 1983, Amendment
No 1 (SR 1988/95) by substituting
the words “cash flows”
for the words “changes in financial position”
.
Schedule 3, clause 38(1), was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 3, clause 38(2), was substituted, as from 1 October 1997, by regulation 93(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 3, clause 38(3), was inserted, as from 1 October 1997, by regulation 93(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.