New Zealand Legislation: Regulations
Regulations are laws made under Acts
Schedules 3A to 3D were inserted, as from 1 October 1997, by regulation 95 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
(1) The name of the scheme.
(2) A brief description of the kind of scheme being offered.
(3) The year and place of establishment of the scheme.
(1) The name and address of every superannuation trustee of the scheme; and, if a superannuation trustee is a body corporate or unincorporate, of every director of the superannuation trustee.
(2) If the superannuation trustee is a body corporate, the statute or other authority under which the superannuation trustee is incorporated, and the date and country of incorporation.
(3) If the superannuation trustee is a subsidiary, the name and country of incorporation of its ultimate holding company.
(4) If the superannuation trustee, or a director of a superannuation trustee, has, during the 5 years preceding the specified date, been—
(a) Adjudged bankrupt or insolvent:
(b) Convicted of any crime involving dishonesty within the meaning of section 2(1) of the Crimes Act 1961:
(c) Prohibited from acting as a director of a company:
(d) Placed in statutory management or receivership,—
a statement to that effect including the name and any alternative or former name or names of the superannuation trustee or director concerned.
(5) A description of the extent, if any, to which the superannuation trustees are indemnified by the scheme.
(6) A statement whether or not each superannuation trustee is independent of every administration manager, investment manager, and promoter of the scheme and, if not, a description of the relationship between the superannuation trustee and manager or promoter.
(1) The name and address of every administration manager and investment manager (if any) of the scheme.
(2) The name of every promoter (if any) of the scheme.
(3) If any administration manager or investment manager or any promoter, or (if any such administration manager, investment manager, or promoter is a body corporate or unincorporate) director of that manager or promoter, has, during the 5 years preceding the specified date, been—
(a) Adjudged bankrupt or insolvent:
(b) Convicted of any crime involving dishonesty within the meaning of section 2(1) of the Crimes Act 1961:
(c) Prohibited from acting as a director of a company:
(d) Put into statutory management or receivership,—
a statement to that effect including the name and any alternative or former name or names of the manager, promoter, or director concerned.
(4) The names of any registrar, custodian, and auditors of the scheme; and of any solicitors and other professional advisers (other than employees of the superannuation trustee or an administration manager or investment manager for the scheme or of any person associated with the superannuation trustee or such a manager) and actuaries involved in the preparation of the prospectus.
(5) The names, addresses, and qualifications of any experts named in the prospectus.
(1) The date of the trust deed for the scheme, and the dates of all amendments to the deed (or, if the deed and some or all of the amendments to it have been consolidated, the date of the consolidation and the dates of all amendments since the consolidation).
(2) A summary of the principal terms of the trust deed for the scheme (including any amendments).
(3) A description of the following, to the extent not included in the summary under subclause (2):
(a) Any conditions of entry of members to the scheme, and termination of membership of the scheme:
(b) Any restrictions on investment of the assets of the scheme:
(c) The rights and obligations of employers, if any, in regard to the scheme.
(4) A brief description of the investment and other activities of, and any material developments relating to, the scheme during the 5 years preceding the specified date.
(5) A statement whether any liabilities (including contingent liabilities) may be incurred by members in relation to the scheme (other than in respect of contributions payable under the scheme) and, if so, whether there are any limitations on those liabilities.
(6) A description of the investment objectives and policy for the scheme (or, if the scheme has more than 1 fund, for each fund of the scheme), and of the means by which changes can be made to those objectives and that policy.
(7) A description of the investment performance of the scheme (or, if the scheme has more than 1 fund, of each fund of the scheme) during each of the 5 years preceding the specified date; and the basis upon which the performance information has been calculated.
(1) A financial statement in summary form (and, if practicable, in tabular form) in respect of the scheme.
(2) The amounts in the financial statement required by subclause (1) must be the amounts that appear in financial statements that comply with, and have been registered under, the Financial Reporting Act 1993 or, if no such statements have been registered, amounts that would have appeared in such statements if they had been registered.
(3) The amounts that appear in the financial statement required by subclause (1) must include,—
(a) In respect of both the accounting period referred to in clause 12(1) and each of the 4 consecutive accounting periods preceding that period, if any, the following amounts:
(i) Contributions distinguishing between those made by members and those made by employers or other sponsors:
(ii) Total investment revenues:
(iii) Net gains or losses on investments distinguishing between realised and unrealised:
(iv) Other revenues:
(v) Benefits paid:
(vi) Investment expenses:
(vii) Management expenses, including those related to general administration and trustees' remuneration:
(viii) Total interest expense:
(ix) Other expenses:
(x) Operating result/change in net assets before taxation and extraordinary items:
(xi) The total provided for, or credited by way of, taxation:
(xii) If the equity method of accounting has been used, surpluses or deficits that have resulted from using that method:
(xiii) Operating result/change in net assets before extraordinary items:
(xiv) The total of extraordinary items (net of taxation):
(xv) Operating result/change in net assets after extraordinary items:
(xvi) Allocation to members' accounts:
(xvii) Transfers to reserves:
(xviii) Other distributions (specify); and
(b) As at the end of each such period the following amounts:
(i) Total assets:
(ii) Total tangible assets:
(iii) Liabilities other than liabilities for accrued benefits:
(iv) Net assets available to pay benefits:
(v) Liabilities for accrued benefits (taken from the latest actuarial valuation of such liabilities available at the end of the period concerned) and the date as at which those liabilities were calculated.
(4) In respect of the amounts stated in the financial statement required by subclause (1),—
(a) A description of the nature of any item that is of such incidence and size, or of such a nature, that its disclosure is necessary to explain the performance of the scheme:
(b) A description (and if practicable, quantification) of the effect on those amounts of any material changes in the activities of the scheme that occurred, and of any material changes in the accounting policies used, during the periods to which the amounts relate.
(5) A statement whether or not the amounts stated in the financial statement required by subclause (1) have been taken from audited financial statements.
(6) 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.
(7) A financial statement in summary form is not required under subclause (1)(b) to include amounts in respect of any accounting period that ended more than 2 years before the date on which this clause comes into force.
(1) If the prospectus or an advertisement relating to the scheme states or implies that a person guarantees the payment of any money payable from the scheme, the following matters in respect of each such person:
(a) The name of the person:
(b) A description, and (if practicable) quantification, of the liability of the person in respect of that money:
(c) A statement whether the liability of the person is secured by a mortgage or other charge and, if so, the nature and amount of the charge:
(d) The amount of the net tangible assets of the person as shown in the person's most recent audited statement of financial position, together with a statement of any qualifications in the auditor's report in respect of the statement of financial position:
(e) Whether there are any contingent liabilities that could materially affect those net tangible assets:
(f) Whether the financial statements of the person are available for inspection and, if so, where.
(2) If 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 prospectus must be that as at a date stated in the prospectus (being a date not earlier than 6 months before the specified date); and
(b) The prospectus must 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.
(1) This clause does not apply in respect of—
(a) Any business or equity securities if 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 the financial statements referred to in clause 12(1); or
(b) Any equity securities that are listed on a stock exchange.
(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 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 last day of the accounting period referred to in clause 12(1) and the specified date; or
(b) The prospectus contains a statement to the effect that it is intended that a business or equity securities will be acquired for the purposes 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 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:
(1) If a superannuation trustee or any administration manager, investment manager, custodian, or promoter of the scheme (or any associated person of any of them) is entitled to remuneration for services, or to recover expenses, in respect of the scheme, particulars of—
(a) The nature of the services or expenses; and
(b) If recovery of the remuneration or expenses is from the scheme, whether or not the amount of remuneration or expenses is limited and, if so, the limits.
(2) lf a superannuation trustee or any administration manager, investment manager, custodian, or promoter of the scheme (or any associated person of any of them) has, or has had at any time during the 5 years preceding the specified date, a material interest, whether direct or indirect, in the scheme or in any contract or arrangement entered into on behalf or in respect of the scheme (being an interest material to either or both of that person and the scheme), a description of that interest.
(3) Without limiting subclause (2), if more than 10% of the value of the assets of the scheme (calculated in accordance with generally accepted accounting practice) was, at any time during the 2 years preceding the specified date, represented directly or indirectly by any securities of which the superannuation trustee or any administration manager, investment manager, custodian, or promoter of the scheme (or any associated person of any of them) was the issuer, a description of those securities.
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.
All terms of the offer, and all terms of the scheme being offered, not elsewhere set out in the prospectus, other than—
(a) Any term that relates to any amounts payable by or to an identifiable person; or
(b) Any terms implied by law; or
(c) Any terms 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 prospectus.
(1) A reference to the latest financial statements for the scheme that comply with, and have been registered under, the Financial Reporting Act 1993, the accounting period covered by those statements, and the date of registration and—
(a) The date of the auditor's report on those financial statements (except where those financial statements are not required to be audited because of section 13(2) of the Superannuation Schemes Act 1989), and a statement whether or not the auditor's report was qualified in any respect and, if so, what the qualification was; or
(b) If those financial statements are not required to be audited because of section 13(2) of the Superannuation Schemes Act 1989, the date of the auditor's report on the latest financial statements of the administration manager for the scheme, and a statement whether or not the auditor's report was qualified in any respect which relates to the financial statements of the scheme, and, if so, what the qualification was.
(2) If the issuer so wishes—
(a) The latest financial statements referred to in subclause (1) together with a copy of the auditor's report on those statements (except where those statements are not required to be audited because of section 13(2) of the Superannuation Schemes Act 1989); and
(b) Financial statements for the scheme prepared as at a later date (not being more than 9 months after the balance date of the financial statements referred to in subclause (1)) as if they required registration under the Financial Reporting Act 1993, except that they need not be audited.
(3) The date of the latest actuarial report (if any) for the scheme that has been sent to the Government Actuary under the Superannuation Schemes Act 1989, and the period or date to which that report relates.
(4) 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 whether the amounts stated pursuant to clauses 5(2), 5(3), 7(2), and 7(3) have been taken from audited financial statements and whether or not the amounts have been correctly taken.
(5) 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 superannuation trustee [set out at pp.... of
this prospectus] and is presented on a basis consistent with the accounting
policies normally adopted in respect of the scheme.”
The times and places where copies of the following documents may, on payment of any fee, be inspected by a person who so requests:
(a) The trust deed for the scheme and any amendments to the deed:
(b) The financial statements referred to in clause 12:
(c) The actuarial report referred to in clause 12(3) (if any):
(d) Any material contract referred to in the prospectus:
(e) The latest annual report for the scheme prepared in accordance with the Superannuation Schemes Act 1989.
Any material matters relating to the scheme (other than matters elsewhere set out in the registered prospectus, contracts entered into in the ordinary course of business of the scheme, and any information included in the financial statements referred to in clause 12).
A statement by the superannuation trustees (or, if a superannuation trustee is a body corporate or unincorporate, by the directors of that body) as to whether, in their opinion, after due enquiry by them,—
(a) The value of the scheme's assets relative to its liabilities (including contingent liabilities):
(b) The ability of the scheme to pay its debts as they become due in the normal course of business—
has materially and adversely changed during the period between the balance date of the latest financial statements referred to in the prospectus and the specified date.