New Zealand Legislation: Regulations
Regulations are laws made under Acts
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as at 1 July 2010
(SR 1983/121)
Securities Regulations 1983: revoked, on 1 July 2010, by regulation 48(1) of the Securities Regulations 2009 (SR 2009/230).
Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this eprint.
A general outline of these changes is set out in the notes at the end of this eprint, together with other explanatory material about this eprint.
These regulations are administered in the Ministry of Economic Development.
PURSUANT to section 70(1) of the Securities Act 1978, His Excellency the Administrator of the Government, acting by and with the advice and consent of the Executive Council, and in accordance with a recommendation of the Securities Commission, hereby makes the following regulations.
1A Application of these regulations
2A Exemption for term life insurance policies [Revoked]
2B Meaning of call building society share and call debt security [Revoked]
2C Meaning of small employer superannuation scheme [Revoked]
Content of registered prospectuses
3 Matters to be contained in full registered prospectus
5 Further provisions relating to content of registered prospectus
6 Restrictions imposed by Part 3 on content of registered prospectus
7 Documents to be attached to prospectus delivered for registration
7A Matters to be contained in investment statement
9 Advertisements to be consistent with prospectus or disclosure statement
10 Application forms [Revoked]
14 Unsecured and secured securities
15 Restrictions on distribution of certain advertisements
16 Restrictions imposed by Part 3 on content of advertisements
17 Restrictions on distribution of certain advertisements
Part 3
Restrictions on content of registered prospectuses
and advertisements
19 Authorised trustee investments [Revoked]
21 Interest rates and taxation of interest
23 Listing securities on registered exchange's securities market
23A Information to be disclosed by issuers on request [Revoked]
Part 4
Content of trust deeds and deeds of participation
24 Clauses deemed to be contained in trust deeds [Revoked]
25 Contents of deeds of participation [Revoked]
26 Clauses deemed to be contained in deeds of participation [Revoked]
Part 5
Miscellaneous provisions
27 Form of declaration of non-disclosure [Revoked]
27A Prescribed rate of interest [Revoked]
28 Transitional provisions [Revoked]
Schedule 1
Matters required in registered prospectus
for equity securities
Schedule 2
Matters required in registered prospectus
for debt securities
Schedule 3
Matters required in a registered prospectus
for participatory securities
Schedule 3A
Matters required in registered prospectus
for unit trusts
Schedule 3B
Matters required in registered prospectus
for life insurance policies
Schedule 3C
Matters required in registered prospectus
for superannuation schemes
Schedule 3D
Matters required in investment statements
Schedule 4
Certificate in respect of advertisements
Schedule 5
Clauses deemed to be contained in trust
deeds
[Revoked]
Schedule 6
Matters to be specified in deeds of participation
[Revoked]
Schedule 7
Clauses deemed to be contained in deeds
of participation
[Revoked]
Schedule 8
Declaration of non-disclosure
[Revoked]
(1) These regulations may be cited as the Securities Regulations 1983.
(2) These regulations shall come into force on the 1st day of September 1983.
(1) These regulations are subject to regulations 50 to 56 of the Securities Regulations 2009.
(2) In particular,—
(a) these regulations apply only in accordance with regulations 50 to 56 of the Securities Regulations 2009; and
(b) these regulations do not apply to an offer of securities if the Securities Regulations 2009 apply to the offer.
Regulation 1A: inserted, on 1 October 2009, by regulation 49 of the Securities Regulations 2009 (SR 2009/230).
(1) In these regulations, unless the context otherwise requires,—
Accounting period, in relation to an issuing group, borrowing group, group, body corporate, business, or scheme, means a year in respect of which the financial statements thereof or relating thereto have been made up; and, where by reason of any alteration of the financial year of the group, body corporate, business, or scheme, the financial statements have been made up for a period greater or less than a year, that greater or lesser period shall be deemed to be an accounting period
Accounting period: this definition was amended, as from 1 July 1994, by section 3 Company Law Reform
(Transitional Provisions) Act 1994 (1994 No 16) by substituting the words “financial statements”
for the word “account”
in both places
where they occurred.
The Act means the Securities Act 1978
Address means,—
(a) In the case of an individual, both—
(i) An address (not being a Post Office box address, document exchange box number, facsimile number, or other similar postal address) in New Zealand at which the person can be contacted; and
(ii) The city, town, or district (whether in New Zealand or elsewhere) in which the principal residence of the individual is situated:
(b) In any other case, both—
(i) An address (not being a Post Office box address, document exchange box number, facsimile number, or other similar postal address) in New Zealand at which the person can be contacted; and
(ii) The address, if that address is different from the address referred to in subparagraph (i), of the person's principal place of business in New Zealand (if any) or, if the person does not have a place of business in New Zealand, the address of the person's principal place of business outside New Zealand:
Address: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Administration manager,—
(a) In relation to a superannuation scheme, has the same meaning as in section 2(1) of the Superannuation Schemes Act 1989; and
(b) In relation to a unit trust, means the person (if any) to whom the unit trustee or manager has contracted some or all of the administration of the trust:
Administration manager: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Associated persons or persons associated with each other are—
(a) Persons who are relatives within the meaning of the Income Tax Act 2007; or
(b) Persons who are partners to whom the Partnership Act 1908 applies; or
(c) Bodies corporate that consist substantially of the same members or shareholders or that are under the control of the same persons; or
(d) A body corporate and a person who has the power, directly or indirectly, to exercise, or control the exercise of, the rights to vote attached to 25% or more of the voting securities of the body corporate; or
(e) A body corporate and a person who is a director of the body corporate:
Borrowing group, in relation to an offer of debt securities, means the issuer of the securities and all guaranteeing subsidiaries at the specified date
Broadcasting has the same meaning as in the Broadcasting Act 1989; and includes the dissemination of any form of communication by a diffusion service; and broadcast has a corresponding meaning
Broadcasting: a reference to the “Broadcasting Act 1989”
was substituted for a reference to the Broadcasting Act 1976, as from 1 July 1989, pursuant
to section 89(1) Broadcasting
Act 1989 (1989 No 25).
Broadcasting station includes a diffusion service
Commission means the Securities Commission established by the Act
Company means a company within the meaning of the Companies Act 1955 or the Companies Act 1993, as the case may be, and includes an overseas company within the meaning of the Companies Act 1993
Company: this definition was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Contributory mortgage means a mortgage of land that—
(a) Secures money owing to 2 or more persons or to a nominee on behalf of 2 or more persons, whether or not the mortgage originally secured money owing to only one person; or
(b) Has the same priority in respect of the land as another mortgage or mortgages of that land;—
and, for the purposes of this definition, money owing to not more than 5 persons as joint tenants shall be deemed to be owed to one person
Current assets—
(a) Means—
(i) Cash; and
(ii) Assets—
(A) Which are held for the purpose of being available for conversion into cash or for consumption in the course of production of other current assets; and
(B) Which are expected to be converted into cash, or consumed, within a period not exceeding one year; and
(b) Includes—
(i) Amounts paid in respect of goods or services expected to be supplied within a period not exceeding one year; and
(ii) Any other asset regarded as a current asset according to generally accepted accounting practice:
Current assets: paragraph (b)(ii), of this definition was amended, as from 1 July 1994, by section 3 Company Law Reform
(Transitional Provisions) Act 1994 (1994 No 16) by substituting the word “practice”
for
the word “principles”
.
Current liabilities means liabilities payable, or expected to be payable, within one year; and includes—
(a) Provisions for taxation, and dividends, so payable or expected to be so payable; and
(b) Amounts received in respect of goods or services to be supplied; and
(c) Any other liability regarded as a current liability according to generally accepted accounting practice:
Current liabilities: paragraph (c) of this definition was amended, as from 1 July 1994, by section 3 Company Law Reform
(Transitional Provisions) Act 1994 (1994 No 16) by substituting the word “practice”
for
the word “principles”
.
Custodian does not include a bare trustee
Custodian: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Debt security means any interest in or right to be paid money that is, or is to be, deposited with, lent to, or otherwise owing by, any person (whether or not the interest or right is secured by a charge over any property); and includes—
(a) A debenture, debenture stock, bond, note, certificate of deposit, and convertible note; and
(b) An interest or right that is declared by regulations to be a debt security for the purposes of the Act; and
(c) A renewal or variation of the terms or conditions of any such interest or right or of a security referred to in paragraph (a) or paragraph (b);—
but does not include—
(d) An interest in a contributory mortgage where the interest is offered by a contributory mortgage broker; or
(e) Any such interest or right or a security referred to in paragraph (a) or paragraph (c) that is declared by regulations not to be a debt security for the purposes of the Act:
Debt security: this definition was substituted, as from 1 October 1997, by regulation 2(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Deferred taxation means income tax attributable to differences between—
(a) The net surplus or deficit for the period (but before charging or crediting any amounts in respect of either current or deferred income tax); and
(b) The amount upon which current income tax will be assessed—
being differences which result from the inclusion of items of revenue and expense in computations of the amount upon which current income tax will be assessed in periods different from those in which they are dealt with in the statement of financial performance
Deferred taxation: this definition was substituted, as from 1 October 1997, by regulation 2(3) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Diffusion service means a service whereby sounds or visual images are transmitted by the person operating the service to subscribers of the service over wires or other material substances for reception by apparatus designed to receive the transmissions
Disclosure statement, in relation to debt securities the issuer of which is a registered bank, means a disclosure statement published by the registered bank under section 81 of the Reserve Bank of New Zealand Act 1989
Disclosure statement: this definition was inserted, as from 1 January 1996, by section 2(1) Securities Regulations 1983, Amendment No 2 (SR 1995/285).
Equity method of accounting means a method of accounting relating to the investment by a body in another body carried out in accordance with generally accepted accounting practice
Equity method of accounting: this definition was substituted, as from 1 October 1997, by regulation 2(4) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Equity security means any interest in or right to a share in, or in the share capital of, a company; and includes—
(a) A preference share, and company stock; and
(b) A security that is declared by regulations to be an equity security for the purposes of the Act; and
(c) A renewal or variation of the terms or conditions of any such interest or right or a security referred to in paragraph (a) or paragraph (b);—
but does not include any such interest or right or a security referred to in paragraph (a) or paragraph (c) that is declared by regulations not to be an equity security for the purposes of the Act
Equity security: this definition was substituted, as from 1 October 1997, by regulation 2(5) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Exhibitor, in relation to any film, means any person who screens or arranges or organises the screening of, or assists any other person to screen or arrange or organise the screening of, the film—
(a) To the public, or any section of the public; or
(b) To any group or class of persons otherwise than in a private residence,—
whether or not a charge is made for admission to the premises in which the screening is held; and exhibit and exhibition have corresponding meanings
Expert means any person who holds himself out to be of a profession or calling that gives authority to a statement made by him; and includes an accountant, engineer, valuer, quantity surveyor, and geologist; but does not include a person acting in his capacity as an auditor or as a director or officer of a body whether corporate or unincorporate
Film—
(a) Means a cinematograph film; and
(b) Includes a videotape, and any other material record of visual images that is capable of being used for the subsequent projection of those images on to any screen; and
Fixed assets includes land, buildings, machinery, equipment, forests, and mines; but does not include a current asset, an intangible asset, or an investment
Generally accepted accounting practice has the same meaning as in section 3 of the Financial Reporting Act 1993
Generally accepted accounting practice: this definition was inserted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Group means—
(a) In relation to an offer of equity securities, the issuer, and all former subsidiaries of the issuer in respect of the periods during which they were such subsidiaries, and all present subsidiaries of the issuer in respect of the periods since they became such subsidiaries:
(b) In relation to an offer of debt securities, the issuer and all guaranteeing subsidiaries in respect of the periods since they became such subsidiaries:
Guaranteeing subsidiary, in relation to an offer of debt securities, means a subsidiary of the issuer that—
(a) Is unconditionally liable (whether or not jointly or severally with the issuer or any other person) to repay the securities; or
(b) Is liable to repay the securities subject only to the condition that the issuer or any other person has failed to do so:
Holding company has the same meaning as in—
(a) Sections 158 and 158A of the Companies Act 1955, in relation to a company registered under that Act; or
(b) Sections 5 and 6 of the Companies Act 1993, in relation to any other body corporate;—
and includes an association of persons whether incorporated or not which has a subsidiary by virtue of section 27(3) of the Financial Reporting Act 1993
Holding company: this definition was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Immediate relative, in relation to any person, means any spouse of that person, or any parent, brother, sister, or child of the person or spouse
Intangible assets includes goodwill, patents, trade marks, or any asset of a similar nature to the extent that they have not been amortised or written down
Interest in a superannuation scheme means an interest or right to participate in any capital, assets, earnings, or other property of a superannuation scheme; and includes—
(a) Any interest or right that is declared by regulations to be an interest in a superannuation scheme for the purposes of the Act; and
(b) Any renewal or variation of the terms or conditions of any such interest or right or a security referred to in paragraph (a);—
but does not include any such interest or right, or a security referred to in paragraph (b), that is declared by regulations not to be an interest in a superannuation scheme for the purposes of the Act
Interest in a superannuation scheme: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Investment, in relation to a person, means any security owned by the person that is not a current asset
Investment manager,—
(a) In relation to a superannuation scheme, has the same meaning as in section 2(1) of the Superannuation Schemes Act 1989; and
(b) In relation to a unit trust, means the person (if any) to whom the unit trustee or manager has contracted the investment of some or all of the funds of the trust:
Investment manager: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Issuer means,—
(a) In relation to an equity security or a debt security, or to an advertisement, investment statement, prospectus, or registered prospectus that relates to an equity security or a debt security, or to a trust deed that relates to a debt security, the person on whose behalf any money paid in consideration of the allotment of the security is received:
(b) In relation to a participatory security, or to an advertisement, investment statement, prospectus, or registered prospectus, or to a deed of participation that relates to a participatory security, the manager:
(c) In relation to an interest in a contributory mortgage offered by a contributory mortgage broker, or to an advertisement that relates to such an interest, the contributory mortgage broker:
(d) In relation to a unit in a unit trust, or to an advertisement, investment statement, prospectus, or registered prospectus that relates to such a unit, the manager:
(e) In relation to a life insurance policy, or to an advertisement, investment statement, prospectus, or registered prospectus that relates to a life insurance policy, the life insurance company that is liable under the policy:
(f) In relation to an interest in a superannuation scheme, or to an advertisement, investment statement, prospectus, or registered prospectus that relates to such an interest, the superannuation trustee of the scheme:
Issuer: this definition was substituted, as from 1 October 1997, by regulation 2(6) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Issuing group, in relation to an offer of equity securities, means the issuer of the securities and all subsidiaries of the issuer at the specified date
Latest balance sheet set out in the registered prospectus
[Revoked]
Latest balance sheet set out in the registered prospectus: this definition was revoked, as from 1 October 1997, by regulation 2(11) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Life insurance company means any person or association of persons, whether incorporated or unincorporated, which, in the course of business issues, or is liable under, life insurance policies
Life insurance company: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Life insurance policy means a policy of life or endowment insurance, or a policy securing an annuity; and includes—
(a) A policy of insurance that is declared by regulations to be a life insurance policy for the purposes of the Act; and
(b) A renewal or variation of the terms or conditions of any such policy or a security referred to in paragraph (a);—
but does not include any such policy, or a security referred to in paragraph (b), or a term life insurance policy (within the meaning of regulations) that is declared by regulations not to be a life insurance policy for the purposes of the Act
Life insurance policy: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
manager has the same meaning as in section 2(1) of the Act
Manager: this definition was substituted, as from 1 October 1997, by regulation 2(7) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Manager: this definition was substituted, as from 15 April 2004, by section 25(1) Securities Amendment Act 2004 (2004 No 31).
Material transaction means, in clauses 15(4) and 16(2) of Schedule 1 to these regulations, and in clauses 13(2) and 14(3) of Schedule 3 to these regulations, a transaction whereby real or personal property is acquired by a person from another person, being property the value of which is material to any of the parties to the transaction
Monetary assets means cash, bank balances, amounts receivable at any time (less provisions, if appropriate, for interest not yet earned and for doubtful debts), and equity securities that are current assets
Monetary assets: this definition was amended, as from 1 October 1997, by regulation 2(8) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “interest not yet earned”
for the words “income yet to mature”
.
Non-current liability means a liability other than a current liability, a contingent liability, or deferred taxation
Non-current liability: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Operator means—
(a) In relation to a broadcasting station (other than a diffusion service), any person authorised by a warrant or authorisation under the Broadcasting Act 1976 to broadcast programmes from that station:
(b) In relation to a diffusion service, the person operating the service:
Participatory security means any security other than—
(a) An equity security; or
(b) A debt security; or
(c) A unit in a unit trust; or
(d) An interest in a superannuation scheme; or
(e) A life insurance policy:
Participatory security: this definition was substituted, as from 1 October 1997, by regulation 2(9) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Promoter, in relation to securities offered to the public for subscription,—
(a) Means a person who is instrumental in the formulation of a plan or programme pursuant to which the securities are offered to the public; and
(b) Where a body corporate is a promoter, includes every person who is a director thereof; but
(c) Does not include a director or officer of the issuer of the securities or a person acting solely in his professional capacity:
Prospective financial information has the meaning given to it under generally accepted accounting practice
Prospective financial information: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Prospectus means a document that contains an offer of securities to the public for subscription, and that is intended to be, or has been, delivered to the Registrar for registration under section 42 of the Act
Publisher, in relation to any newspaper or magazine, means the proprietor thereof
Qualified auditor's report includes an auditor's report that is not qualified but refers to an uncertainty which, in the opinion of the auditor, is fundamental
Qualified auditor's report: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Registered bank has the same meaning as in section 2(1) of the Reserve Bank of New Zealand Act 1989
Registered bank: this definition was inserted, as from 1 January 1996, by regulation 2(1) Securities Regulations 1983, Amendment No 2 (SR 1995/285).
registered exchange means a registered exchange within the meaning of section 2(1) of the Securities Markets Act 1988
registered exchange: this definition was inserted, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44).
registered exchange's securities market means a securities market operated by a registered exchange.
Registered prospectus means—
(a) Except where paragraph (b) of this definition applies—
(i) A prospectus that has been registered under section 42 of the Act, and the registration of which has not been cancelled or suspended under section 44 of the Act; or
(b) Where a memorandum of amendments to a prospectus of the kind specified in paragraph (a)(i) of this definition has been registered under section 43 of the Act, and the registration of that prospectus as so amended has not been cancelled or suspended under section 44 of the Act—
(i) That prospectus as so amended; or
Remuneration includes—
(a) Salary, wages, allowances, gratuities, and other payments (whether as bonuses or not) in return for services; and
(b) Benefits and other emoluments (whether in money or not) in return for services:
Remuneration: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Returns, in relation to a security, includes payments of any kind, whether in the nature of capital, income, benefits, or otherwise
Returns: this defintion was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Scheme means,—
(a) In relation to a participatory security, the arrangement or scheme to which the security relates; and
(b) In relation to an interest in a superannuation scheme, that superannuation scheme; and
(c) In relation to a unit in a unit trust, that unit trust:
Scheme: this definition was substituted, as from 1 October 1997, by regulation 2(10) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Small employer superannuation scheme
[Revoked]
Small employer superannuation scheme: this defintion was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Small employer superannuation scheme: this definition was revoked, as from 15 April 2004, by section 25(2)(a) Securities Amendment Act 2004 (2004 No 31).
Specified date means,—
(a) In relation to a prospectus, the date the prospectus is delivered in registrable form to the Registrar for registration under section 42 of the Act:
(b) In relation to a disclosure statement, the date on which the disclosure statement is published in accordance with an Order in Council made under section 81 of the Reserve Bank of New Zealand Act 1989:
Specified date: this definition was substituted, as from 1 January 1996, by regulation 2(2) Securities Regulations 1983, Amendment No 2 (SR 1995/285).
Subsidiary has the same meaning as in section 2(1) of the Financial Reporting Act 1993
Subsidiary: this definition was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Superannuation scheme means a registered superannuation scheme within the meaning of section 2(1) of the Superannuation Schemes Act 1989
Superannuation scheme: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Superannuation trustee has the same meaning as the term trustees has in the Superannuation Schemes Act 1989
Superannuation trustee: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Term liability
[Revoked]
Term liability: this definition was revoked, as from 1 October 1997, by regulation 2(11) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Trading exchange
[Revoked]
Trading exchange: this definition was revoked, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44).
Trust deed means a trust deed required by section 33(2)(a) of the Act
Trust deed: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Unit means an interest or right to participate in any capital, assets, earnings, or other property of a unit trust; and includes—
(a) Any interest or right that is declared by regulations to be a unit for the purposes of the Act; and
(b) Any renewal or variation of the terms or conditions of any such interest or right;—
but does not include any such interest or right or a security referred to in paragraph (b) that is declared by regulations not to be a unit for the purposes of the Act
Unit: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Unit trust has the same meaning as in section 2(1) of the Unit Trusts Act 1960
Unit trust: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Unit trustee has the same meaning as the term trustee has in section 2(1) of the Unit Trusts Act 1960
Unit trustee: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Voting security has the same meaning as in section 2 of the Securities Markets Act 1988.
Voting security: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Voting security: this definition was amended, as from 1 December
2002, by section 30 Securities Markets
Amendment Act 2002 (2002 No 44), by substituting the word “Markets”
for
the word “Amendment”
.
(2) In these regulations, for the purposes of a particular registered prospectus, a body corporate is associated with another body corporate if the other body corporate—
(a) Has adopted (in any statement in that registered prospectus) the equity method of accounting in relation to its holding of equity capital in the first-mentioned body corporate; or
(b) Holds not less than one-fifth, but not more than one-half, of the equity capital of the first-mentioned body corporate;—
and associated body corporate has a corresponding meaning.
(3) In these regulations, a body corporate is related to another body corporate if—
(a) The other body is its holding company or subsidiary; or
(b) There is another body corporate to which both bodies are related by virtue of paragraph (a) of this subclause;—
and related body corporate has a corresponding meaning.
(4) Where any term or expression used in these regulations is not defined in these regulations but is defined in the Act, that term or expression shall, unless the context otherwise requires, have, in these regulations, the meaning given to it by the Act.
(5) Where securities are paid up (whether in whole or in part) or allotted as part of an arrangement involving—
(a) The transfer of property or the provision of services to an issuer (or, in the case of participatory securities, to a scheme); and
(b) The exchange of cash or cheques or other negotiable instruments—
(whether or not the paying up or allotment, transfer or provision, and exchange take place at the same time), the securities shall, for the purposes of these regulations and to the extent of the value of the property or services, be deemed to be paid up or allotted in consideration of the transfer of the property or the provision of the services, and accordingly shall be deemed to be paid up, or allotted as paid up, (either fully or partly, as the case may be) otherwise than in cash.
(6) If, pursuant to clause 22(2) of Schedule 1 or clause 15(2) of Schedule 2 or clause 20(2) of Schedule 3, a registered prospectus does not contain a statement of financial position, statement of financial performance, or statement of cash flows, but refers to financial statements registered under the Financial Reporting Act 1993, any reference in these regulations to a statement of financial position or statement of financial performance or statement of cash flows is to be read as a reference to those financial statements.
Regulation 2(1) associated persons or persons associated with each other paragraph (a): amended, on 1 April 2008, by section ZA 2(1) of the Income Tax Act 2007 (2007 No 97).
Associated persons: this definition was inserted, as from 1 October 1997, by regulation 2(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Associated persons: paragraph (a) of this definition was amended, as from 1 April 2005, by section YA 2 Income Tax Act
2004 (2004 No 35) by substituting
the words “Income Tax Act 2004”
for the
words “Income Tax Act 1994”
.
Regulation 2(1) call building society share: revoked, on 1 October 2009, by regulation 48(2)(a) of the Securities Regulations 2009 (SR 2009/230).
Regulation 2(1) call debt security: revoked, on 1 October 2009, by regulation 48(2)(a) of the Securities Regulations 2009 (SR 2009/230).
Regulation 2(1) registered exchange's market: repealed, on 24 November 2009, by section 23(2) of the Securities Markets Amendment Act 2009 (2009 No 54).
registered exchange's market: this definition was inserted, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44).
Regulation 2(1) registered exchange's securities market: inserted, on 24 November 2009, by section 23(2) of the Securities Markets Amendment Act 2009 (2009 No 54).
Regulation 2(1) term life insurance policy: revoked, on 1 October 2009, by regulation 48(2)(a) of the Securities Regulations 2009 (SR 2009/230).
Subclause (6) was inserted, as from 1 October 1997, by regulation 2(12) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
[Revoked]
Regulation 2A: revoked, on 1 October 2009, by regulation 48(2)(b) of the Securities Regulations 2009 (SR 2009/230).
[Revoked]
Regulation 2B: revoked, on 1 October 2009, by regulation 48(2)(b) of the Securities Regulations 2009 (SR 2009/230).
[Revoked]
Regulations 2A to 2C were inserted, as from 1 October 1997, by regulation 3 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Regulation 2C was revoked, as from 15 April 2004, by section 25(2)(b) Securities Amendment Act 2004 (2004 No 31).
(1) Subject to regulation 4 of these regulations, every registered prospectus that relates to an offer of equity securities shall contain all of the information, statements, certificates, and other matters specified in Schedule 1 to these regulations that are applicable.
(2) Subject to regulation 4 of these regulations, every registered prospectus that relates to an offer of debt securities shall contain all of the information, statements, certificates, and other matters specified in Schedule 2 to these regulations that are applicable.
(3) Every registered prospectus that relates to an offer of participatory securities shall contain all of the information, statements, certificates, and other matters specified in Schedule 3 to these regulations that are applicable.
(4) Every registered prospectus that relates to an offer of units in a unit trust must contain all of the information, statements, certificates, and other matters specified in Schedule 3A that are applicable.
(5) Every registered prospectus that relates to an offer of life insurance policies must contain all of the information, statements, certificates, and other matters specified in Schedule 3B that are applicable.
(6) Every registered prospectus that relates to an offer of interests in a superannuation scheme must contain all of the information, statements, certificates, and other matters specified in Schedule 3C that are applicable.
Subclauses (4) to (6) were inserted, as from 1 October 1997, by regulation 4 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
(1) Regulation 3 of these regulations shall not apply in respect of a registered prospectus if—
(a) The registered prospectus relates only to—
(i) An offer of equity securities or convertible securities made by the issuer of the securities to persons who already hold equity securities or convertible securities of the issuer; or
(ii) An offer of debt securities (not being convertible securities or other securities that may be converted into equity securities) made by the issuer of the securities to persons who already hold equity securities, convertible securities, or debt securities of the issuer—
whether or not the offer is renounceable in favour of any other person; and
(b) The issuer of the securities is a company; and
(c) A copy of the most recent financial statements of the issuer, in the case of a company within the meaning of the Companies Act 1955, laid before members of the issuer in general meeting in accordance with section 152 of the Companies Act 1955, or deemed to have been laid before members of the issuer pursuant to section 362(2) of that Act, or in the case of a company within the meaning of the Companies Act 1993, sent to the shareholders of the company in accordance with that Act, and of all reports required by that Act to be annexed or attached thereto,—
(i) Have previously been given or sent to the persons who were, at the time those financial statements were given or sent, holders of the same class of securities as that held by the persons to whom the offer is being made; or
(ii) Are attached to every registered prospectus given or sent to any person under the Act; and
(d) In the case of an offer of debt securities guaranteed by guaranteeing subsidiaries of the issuer, the financial statements referred to in paragraph (c) of this subclause include group financial statements within the meaning of the Financial Reporting Act 1993 that relate to the borrowing group; and
(e) All of the matters specified in subclause (2) of this regulation that are applicable are stated or contained in the registered prospectus.
(2) For the purposes of subclause (1)(e) of this regulation, the matters required to be stated or contained in the registered prospectus are as follows:
(a) In the case of an offer of equity securities, the matters specified in clauses 1, 9, 19(1), and 21 of Schedule 1 to these regulations:
(b) In the case of an offer of debt securities, the matters specified in clauses 1, 4, 11, 12, 13, and 14 of Schedule 2 to these regulations:
(c) The date of the statement of financial position included in the financial statements referred to in subclause (1) of this regulation:
(d) The place or places where copies of the financial statements, and reports referred to in subclause (1) of this regulation can be obtained free of charge by any person to whom the offer is made:
(e) If an interim statement of financial position is contained in the registered prospectus in accordance with subclause (3) of this regulation, a statement of financial performance of, and, if required in accordance with an applicable financial reporting standard, within the meaning of section 2 of the Financial Reporting Act 1993, a statement of cash flows for, the issuing group or borrowing group for the period from the date of the last statement of financial position thereof—
(i) In the case of a company within the meaning of the Companies Act 1955, laid before the members of the issuer in general meeting or deemed to have been so laid pursuant to section 362(2) of that Act; or
(ii) In the case of a company within the meaning of the Companies Act 1993, sent to the shareholders of the company in accordance with that Act—
to the date of the interim statement of financial position (being a statement of financial performance and statement of cash flows that comply with the requirements of the Financial Reporting Act 1993, except that they need not be audited):
(f) A statement by the directors of the issuer as to whether, after due enquiry by them in relation to the period between—
(i) The date of the latest statement of financial position of the issuing group or borrowing group (as the case may be) set out or referred to in the registered prospectus in accordance with this regulation; and
(ii) The specified date—
there have, in their opinion, arisen any circumstances that materially adversely affect the trading or profitability of the issuing group or borrowing group or the value of its assets, or the ability of the group to pay its liabilities due within the next 12 months.
(3) For the purposes of section 37A(1)(c) of the Act, a registered prospectus to which this regulation applies may contain (in addition to the statement of financial position included in the financial statements of the issuer and other financial statements required by subclause (1) of this regulation) an interim statement of financial position of the issuing group or borrowing group, as the case may be, that—
(a) Is drawn up as at a stated date that is not more than 9 months after the date of the above-mentioned statement of financial position of the issuer; and
(b) Complies with the requirements of the Financial Reporting Act 1993 (except that it need not be audited).
(4) In this regulation, the term convertible securities means debt securities that will be converted, or are or will become convertible at the option of the security holder, into equity securities of the issuer of the debt securities.
Regulation 4 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Subclause (1)(c)(ii) was substituted, as from 1 October 1997, by regulation 5(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Subclause (2)(c) to
(f) were amended, as from 1 October 1997, by regulation 5(2)(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Subclause (2)(e) was amended, as from 1 October 1997, by regulation 5(2)(b) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
performance”
for the words “profit and
loss statement”
.
Subclause (3) was amended, as from 1 October 1997, by regulation 5(2)(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Subclause (3) was amended, as from 1 October 1997, by regulation 5(3) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the expression “section 37A(1)(c)”
for the
expression “section
37A(1)(e)”
.
(1) If a statement required to be included in a registered prospectus would be misleading if additional information were not also included, the prospectus shall also contain that additional information.
(2) Where a valuation is included or referred to in a registered prospectus, the registered prospectus shall state—
(a) The method of valuation; and
(b) The date of the valuation; and
(c) The identity of the valuer:
(3) Where a valuation to which subclause (2) of this regulation applies consists only of the expression of an opinion by the directors, the registered prospectus shall so state.
(4) Where a prospective financial information is included in a registered prospectus, the registered prospectus shall contain a statement of the principal assumptions on which the prospective financial information is based.
(5) Notwithstanding regulations 3 and 4 of these regulations, where these regulations require any information, statement, certificate, or other matter relating to an issuing group, borrowing group, group, body corporate, business, or scheme for a stated period, the information, statement, certificate, or other matter need not relate to any part of the stated period during which no part of the group, body corporate, business, or scheme was in existence.
(6) Where the matters required to be stated or contained in a registered prospectus by virtue of Schedule 1, Schedule 2, Schedule 3, Schedule 3A, Schedule 3B, or Schedule 3C to these regulations are not set out in the registered prospectus in the same order as they appear in the Schedule, the registered prospectus shall contain an index showing the page of the registered prospectus on which each such matter appears.
Subclause (2) proviso was revoked, as from 1 October 1997, by regulation 6(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Subclause (4) was amended, as from 1 October 1997, by regulation 6(2) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “prospective financial
information”
for the words “profit forecast”
and “forecast”
.
Subclause (6) was amended, as from 1 October 1997, by regulation 6(3) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “Schedule 3, Schedule 3A, Schedule 3B, or Schedule
3C”
for the words “or Schedule 3”
.
Nothing in this Part of these regulations limits the provisions of Part 3 of these regulations.
(1) Every prospectus delivered to the Registrar for registration under the Act shall have endorsed thereon or attached thereto or be accompanied by—
(a) A copy of any contract particulars of which are required by clause 17 of Schedule 1, or clause 9 of Schedule 2, or clause 15 of Schedule 3 or clause 12 of Schedule 3A, or clause 9 of Schedule 3B, or clause 9 of Schedule 3C, to these regulations to be stated in the registered prospectus, or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof; and, where any such contract is wholly or partly in a foreign language, a correct translation thereof in English:
Provided that this paragraph shall not apply in respect of a contract if such a copy or memorandum, and translation, has already been registered by, or filed with, the Registrar; and
(b) Where a copy of an auditor's report is required to be contained in the registered prospectus by virtue of clause 42 of Schedule 1, clause 36 of Schedule 2, or clause 38 of Schedule 3 or clause 16 of Schedule 3A, or clause 12 of Schedule 3B, or clause 12 of Schedule 3C to these regulations,—
(i) The signed report; and
(ii) A statement, dated not earlier than 7 days before the specified date and signed by the auditor (either in his own name or that of his firm), that he consents to the report appearing in the registered prospectus in the form in which it appears; and
(c) In the case of a prospectus to which regulation 4 of these regulations applies, copies of the documents required to be given or sent to persons, or attached to the registered prospectus, by virtue of paragraphs (c) and (d) of subclause (1) of that regulation; and
(d) In the case of a prospectus to which Schedule 3B applies, specimen copies of life insurance policies to which the prospectus relates; and
(e) In the case of a prospectus to which Schedule 3C applies, a copy of the trust deed for the superannuation scheme to which the prospectus relates (incorporating or together with all amendments to the trust deed) except that—
(i) The copy of the trust deed need not include any provision of the trust deed that is information about an identifiable security holder or prospective investor; and
(ii) This paragraph does not apply in respect of such a prospectus if a copy of the trust deed (incorporating or together with all amendments to the trust deed) has already been registered by, or filed with, the Registrar.
Subclause (1)(a) was amended, as from 1 October 1997, by regulation 7(1) Securities Amendment
Regulations 1997 (SR 1997/151) by inserting the words “or clause 12 of Schedule 3A, or clause 9 of Schedule 3B, or clause 9 of Schedule 3C”
.
Subclause (1)(b) was amended, as from 1 October 1997, by regulation 7(2) Securities Amendment
Regulations 1997 (SR 1997/151) by inserting the words “or clause 16 of Schedule 3A, or clause 12 of Schedule 3B, or clause 12 of Schedule 3C”
.
Subclause (1)(d) and (e) were inserted, as from 1 October
1997, by regulation 7(3) Securities Amendment
Regulations 1997 (SR 1997/151) by inserting the words “or clause 16 of Schedule 3A, or clause 12 of Schedule 3B, or clause 12 of Schedule 3C”
.
(1) In addition to the other requirements set out in the Act, every investment statement must contain, in a succinct manner, all of the information, statements, and other matters specified in Schedule 3D that are applicable to the securities to which the investment statement relates.
(2) An investment statement may state that additional information about a matter specified in Schedule 3D is set out in a registered prospectus (or, in the case of a registered bank, disclosure statement).
(3) If a matter specified in Schedule 3D is not applicable to the securities to which an investment statement relates, the investment statement is not required to refer to that matter and, in particular, is not required to state that the matter is not applicable.
(4) All information, statements, and other matters specified under an italicised question set out in Schedule 3D that are required to be contained in an investment statement in respect of a security must be set out together in the investment statement under that question.
(5) Nothing in this regulation limits the information, statements, or other matters that may be contained in an investment statement.
Part 1A (comprising regulation 7A) was inserted, as from 1 October 1997, by regulation 8 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
No advertisement shall contain any information, sound, image, or other matter that is likely to deceive, mislead, or confuse with regard to any particular that is material to the offer of securities contained or referred to in the advertisement.
No advertisement shall contain any information, sound, image, or other matter that is inconsistent with any registered prospectus or disclosure statement referred to in the advertisement.
Regulation 9 was substituted, as from 1 January 1996, by regulation 3 Securities Regulations 1983, Amendment No 2 (SR 1995/285).
[Revoked]
Regulation 10 was revoked, as from 1 October 1997, by regulation 9 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
No advertisement shall state or imply that the securities to which it relates are guaranteed by any person without also stating—
(a) The name of the guarantor; and
(b) The nature and amount of the guarantee; and
(c) Whether or not the guarantee is secured and, if so, the nature and amount of the security:
Provided that paragraphs (b) and (c) of this regulation shall not apply if the Crown is the guarantor and its guarantee is unconditional, or is subject only to the condition that the issuer or any other person has failed to repay the securities.
(1) No advertisement shall—
(a) State the amount of assets or net assets, of any person or persons, other than the total assets, or net assets, of the issuing group or borrowing group or mortgagor under a contributory mortgage (as the case may be), or of a guarantor of the securities to which the advertisement relates; or
(b) State the amount of the total assets of an issuing group, borrowing group, or mortgagor under a contributory mortgage, or guarantor without also stating with equal prominence the amount of the total liabilities of the group, mortgagor, or guarantor; or
(c) State the amount of the net assets, or the amounts of the assets and liabilities, of an issuing group, borrowing group, guarantor, or mortgagor under a contributory mortgage unless the amounts shown appear in the most recent audited consolidated statement of financial position of the group, mortgagor, or guarantor (being a statement of financial position dated not earlier than 18 months before the date of distribution of the advertisement) and the advertisement states the date of the statement of financial position as being the date at which the amount, or amounts, have been calculated.
(2) In this regulation, the term guarantor means, in relation to securities, a person (other than the issuer of the securities) who—
(a) Is unconditionally liable (whether or not jointly or severally with the issuer or any other person) to repay the securities; or
(b) Is liable to repay the securities subject only to the condition that the issuer or any other person has failed to do so.
Subclause (1)(c) was amended, as from 1 October 1997, by regulation 10 Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
(1) No advertisement shall state the amount of the authorised capital or issued capital of a company registered under the Companies Act 1955, unless that amount is described as such and the advertisement also states with equal prominence, and describes as such, the amount of the capital of the company that is credited as paid up.
(2) No advertisement shall state the number of shares issued by a body corporate, other than a company registered under the Companies Act 1955, without also stating the amount credited as paid up in respect of those shares.
Regulation 13 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
(1) No advertisement shall refer to any debt securities (other than securities the issuer of which is the Crown) without also stating either that the securities are unsecured or the nature and ranking in point of security of the securities.
(2) An advertisement
shall not state or imply that participatory securities are secured,
other than by use of the word “secured”
accompanied by a statement of the nature and ranking in point of
security of the securities.
(1) If there is a registered prospectus for securities to which an advertisement relates, the advertisement must not contain prospective financial information unless the advertisement refers to the registered prospectus and either—
(a) The prospective financial information is also contained in the registered prospectus; or
(b) In the case of an advertisement that contains prospective financial information that is personal to a person to whom the advertisement is distributed, the principal assumptions and method of calculation in accordance with which the information is calculated are set out in the registered prospectus.
(2) If there is no registered prospectus for securities to which an advertisement relates, the advertisement must not contain prospective financial information unless it also contains a statement of the principal assumptions and method of calculation in accordance with which the information is calculated.
Regulation 15 was substituted, as from 1 January 1996, by regulation 4 Securities Regulations 1983, Amendment No 2 (SR 1995/285).
Regulation 15 was substituted, as from 1 October 1997, by regulation 11 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Nothing in this Part of these regulations limits the provisions of Part 3 of these regulations.
(1) Subject to subclause (3) of this regulation, no advertisement shall be distributed to the public unless a certificate that complies with subclause (2) of this regulation has been completed in respect of the advertisement at the time at which the advertisement is so distributed.
(2) A certificate for the purposes of subclause (1) of this regulation shall be in the form set out in Schedule 4 to these regulations and shall be signed—
(a) Where the issuer is the Crown, by a person authorised by a Minister of the Crown to sign such certificates; or
(b) Where the issuer has only one director, by that director if he or she is resident in New Zealand or, if he or she is not resident in New Zealand, by a person authorised by the director to sign such certificates; or
(c) Where the issuer has more than one director,—
(i) If only one director is resident in New Zealand, by that director; or
(ii) In every other case, by at least 2 persons, each of whom is one of the following persons—
(A) A director of the issuer of the securities to which the advertisement relates; or
(B) Where none of the directors of the issuer resides in New Zealand, a person authorised by the directors to sign such certificates.
(3) Subclause (1) of this regulation shall not apply—
(a) In respect of an authorised advertisement that contains no information or matter other than—
(i) The name, address, postal address, telephone number, and telex number of the issuer and the logo customarily used by the issuer; and
(ii) A description of the securities being offered, the terms of the offer, and a brief description of any rights or privileges attaching thereto; and
(iii) A statement of the rate or rates of interest (if any) that may be earned by holding the securities being offered; and
(iv) The information and matters specified in regulations 11, 14, and 21 of these regulations; and
(v) The names of the principal stockbroker to, and the underwriter of, the offer; and
(vi) A description, or the amounts or rates, of the fees and charges payable by a subscriber for the securities; and
(vii) In the case of an advertisement relating only to debt securities the issuer of which is a registered bank that has published a disclosure statement under section 81 of the Reserve Bank of New Zealand Act 1989, the information and matters specified in paragraphs (a) and (b) of section 38AA of the Act; and
(viii) The information specified in section 38 of the Act:
(b) In respect of any advertisement, if the only difference between the advertisement and another advertisement in respect of which a certificate that complies with subclause (2) of this regulation has been completed is that a rate or rates of interest shown in one of the advertisements differ from a rate or rates of interest shown in the other advertisement.
(c) In respect of any advertisement, if the only difference between the advertisement and another advertisement in respect of which a certificate that complies with subclause (2) has been completed is that the advertisement contains prospective financial information personal to a person to whom the advertisement is distributed calculated in accordance with assumptions and a method of calculation stated in both advertisements.
(4) Every certificate completed in respect of an advertisement for the purposes of this regulation shall be held by the issuer of the securities to which the advertisement relates for at least 12 months from the date of the last distribution of the advertisement.
(5) If an issuer fails to comply with subclause (4) of this regulation, the issuer, and every principal officer thereof, commits an offence:
Provided that it shall be a defence to a charge against a principal officer under this subclause if the defendant proves that the disposal of the certificate by the issuer took place without his knowledge or against his advice.
(6) Without limiting subclause (7) of this regulation, every person commits an offence who—
(a) Being a publisher of a newspaper or magazine, distributes an advertisement to the public in contravention of subclause (1) of this regulation by means of that newspaper or magazine; or
(b) Being the operator of a broadcasting station, distributes an advertisement to the public in contravention of subclause (1) of this regulation by means of a broadcast from that broadcasting station; or
(c) Being the exhibitor of a film, distributes an advertisement to the public in contravention of subclause (1) of this regulation by means of the exhibition of that film:
Provided that it shall be a defence to a charge under this subclause if the defendant proves that, at the time the advertisement was so distributed, he had reasonable grounds to believe, and did believe, that a certificate that complied with subclause (2) of this regulation had been completed in respect of the advertisement.
(7) Without limiting subclause (6) of this regulation, if an advertisement is distributed to the public in contravention of subclause (1) of this regulation, the issuer, and every principal officer thereof, commits an offence:
Provided that it shall be a defence to a charge under this subclause if—
(a) The defendant proves that the advertisement was distributed without his knowledge or against his advice; or
(b) The defendant is a principal officer and he proves that, at the time the advertisement was so distributed, he had reasonable grounds to believe, and did believe, that a certificate that complied with subclause (2) of this regulation had been completed in respect of the advertisement.
(8) Every person who commits an offence against this regulation is liable on summary conviction to a fine not exceeding $5,000.
Subclause (2)(b) and (c) were substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Subclause (3)(a)(i) was amended, as from 1 October 1997, by regulation 12(1) Securities Amendment
Regulations 1997 (SR 1997/151) by omitting the word “business”
.
Subclause (3)(a)(vi) was amended, as from 1 January 1996, by regulation 5(a) Securities Regulations 1983, Amendment No 2 (SR 1995/285), by substituting the words “subsections (2A), (2B), (3), and (4)”
for the words “subsections
(2) to (4)”
.
Subclause (3)(a)(vi) was substituted, as from 1 October 1997, by regulation 12(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Subclause (3)(a)(vii) was substituted, and subclause (3)(a)(viii) was inserted, as from 1 January 1996, by regulation 5(2) Securities Regulations 1983, Amendment No 2 (SR 1995/285).
Subclause (3)(a)(viii) was substituted, as from 1 October 1997, by regulation 12(3) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Subclause (3)(c) was inserted, as from 1 October 1997, by regulation 12(4) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
No registered prospectus or advertisement shall state or imply that a person is, or intends to become, a member or shareholder of the issuer of the securities to which it relates without also stating whether or not the securities are guaranteed by that person.
Regulation 18 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 shareholder”
.
[Revoked]
Regulation 19 was revoked, as from 1 January 1996, by regulation 6 Securities Regulations 1983, Amendment No 2 (SR 1995/285).
No registered prospectus or advertisement shall state that investment in the securities to which it relates is safe or free from risk.
(1) No registered prospectus or advertisement shall state the rate or rates of interest that may be earned by holding securities unless the registered prospectus or advertisement states any minimum amount or amounts of the securities that would have to be held, and any minimum period or periods during which the securities would have to be held, in order to earn that rate or those rates.
(2) No advertisement (other than as required by clause 9(1)(d) of Schedule 3D) must—
(a) State a rate of interest payable in respect of a security that has been adjusted for the purposes of taking into account the incidence of taxation of the interest; or
(b) Otherwise refer to the taxation of interest earned by holding securities,—
except that, subject to regulations 8 and 9 of these regulations, an advertisement may include a statement to the effect that in certain circumstances there may be tax advantages in holding the securities referred to in the advertisement and that (where a registered prospectus or disclosure statement is referred to in the advertisement) there is set out in the prospectus or disclosure statement a full statement of those advantages.
(3) No registered prospectus shall refer to any liability for taxation of interest payable in respect of a security unless the registered prospectus makes it clear that the liability is that prescribed by current enactments.
Subclause (2) was amended, as from 1 January 1996, by regulation 7 Securities
Regulations 1983, Amendment No 2 (SR 1995/285), by inserting, after the word “prospectus”
, in both places where it appears, the words “or disclosure statement”
.
Subclause (2) (that part before paragraph (a)) was substituted, as from 1 October 1997, by regulation 13 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
No registered prospectus or advertisement shall refer to securities as mortgage debentures unless—
(a) The securities are secured by a first mortgage given to a trustee over land vested in a member of the borrowing group; and
(b) The mortgage has been registered, or is a registrable mortgage that has been lodged for registration, in accordance with the law in force relating to the registration of mortgages of land in the place where the land is situated; and
(c) The registered prospectus or advertisement states and describes the percentage arrived at by dividing the aggregate amount of the securities, and of all other liabilities (if any) secured by the mortgage and ranking pari passu in point of security with the liability to repay the securities, by the amount of the valuation referred to in paragraph (d) of this regulation; and
(d) There is included in the registered prospectus or disclosure statement relating to the securities either—
(i) A copy of a written valuation of the interest of the member of the borrowing group in the land made not more than 12 months before the date of the registered prospectus or disclosure statement by a registered valuer within the meaning of the Valuers Act 1948 (being a person who is not an officer or employee of the issuer or of any related body corporate); or
(ii) A copy of the latest Government valuation of the interest of the member of the borrowing group in the land, and the date thereof.
Paragraph (d) was amended, as from 1 January 1996, by regulation 8 Securities
Regulations 1983, Amendment No 2 (SR 1995/285), by inserting, after the word “prospectus”
, in both places where it appears, the words “or disclosure statement”
.
(1) Except as provided in subclauses (2) to (4) of this regulation, no registered prospectus or advertisement shall contain—
(a) A statement to the effect that permission has been granted for the securities to which the registered prospectus or advertisement relates to be listed on a registered exchange's securities market; or
(b) A statement in any way referring to any such permission, or to any application or intended application for any such permission, or to listing the securities or to any requirements of the registered exchange.
(2) Where, on or before the date of a registered prospectus, or the date of distribution of an advertisement, relating to securities, there has been delivered to the Registrar for registration an acknowledgment by a registered exchange to the effect that all its requirements (other than those relating to the number of holders of the securities) for listing the securities have been met, the registered prospectus or advertisement may include a statement in the following terms:
“Application has been made to [name of registered exchange] for permission to list the securities and all the requirements of [name of the registered exchange] relating thereto that can be complied with on or
before the date of the prospectus (or the distribution of the advertisement)
have been duly complied with. However, [name of the registered exchange] accepts no responsibility for any statement in this prospectus (or
advertisement).”
(3) Where, on or before the date of a registered prospectus, or the date of distribution of an advertisement, relating to securities, there has been delivered to the Registrar for registration an acknowledgment by a registered exchange to the effect that the securities have been accepted for listing, the registered prospectus or advertisement may include a statement in the following terms:
“The securities have been accepted
for listing by [name of registered
exchange] and will be quoted upon completion
of allotment procedures. However, [name of the registered exchange] accepts
no responsibility for any statement in this prospectus (or advertisement).”
(4) Every registered prospectus (other than a registered prospectus that contains an offer of life insurance policies or interests in a superannuation scheme) that does not contain either of the statements set out in subclauses (2) and (3) of this regulation shall contain a statement to the effect that listing of the securities is not being sought.
Regulation 23 heading: amended, on 24 November 2009, by section 23(2) of the Securities Markets Amendment Act 2009 (2009 No 54).
The heading to regulation 23 was amended, as from 1 December 2002, by section 30 Securities Markets
Amendment Act 2002 (2002 No 44), by substituting the words “registered exchange's
market”
for the words “stock exchange”
.
Regulation 23(1)(a): amended, on 24 November 2009, by section 23(2) of the Securities Markets Amendment Act 2009 (2009 No 54).
Subclause (1)(a) was amended, as from 1 December 2002, by section 30 Securities Markets
Amendment Act 2002 (2002 No 44), by substituting the words “on a registered exchange's
market”
for the words “by a trading exchange”
.
Subclause (1)(b) was amended, as from 1 December 2002, by section 30 Securities Markets
Amendment Act 2002 (2002 No 44), by substituting the words “the registered exchange”
for the words “the Stock Exchange Association of New Zealand”
.
Subclause (2) was amended, as from 1 December 2002, by section 30 Securities Markets
Amendment Act 2002 (2002 No 44), by substituting the words “a registered exchange”
for the words “the Stock Exchange Association
of New Zealand”
in the first place they occur.
Subclause (2) was amended, as from 1 December 2002, by section 30 Securities Markets
Amendment Act 2002 (2002 No 44), by substituting the words “[name of registered exchange]”
for the words “the Stock Exchange Association of New Zealand”
in the second place they occur.
Subclause (2) was amended, as from 1 December 2002, by section 30 Securities Markets
Amendment Act 2002 (2002 No 44), by substituting the words “[name of the registered exchange]”
for the words “the Association”
in both places they occur.
Subclause (3) was amended, as from 1 December 2002, by section 30 Securities Markets
Amendment Act 2002 (2002 No 44), by substituting the words “a registered exchange”
for the words “the Stock Exchange Association
of New Zealand”
in the first place they occur.
Subclause (3) was amended, as from 1 December 2002, by section 30 Securities Markets
Amendment Act 2002 (2002 No 44), by substituting the words “[name of registered exchange]”
for the words “the Stock Exchange Association of New Zealand”
in the second place they occur.
Subclause (3) was amended, as from 1 December 2002, by section 30 Securities Markets
Amendment Act 2002 (2002 No 44), by substituting the words “[name of the registered exchange]”
for the words “the Association”
.
Subclause (4) was amended, as from 1 October 1997, by regulation 14 Securities Amendment
Regulations 1997 (SR 1997/151) by inserting the words “(other than a registered
prospectus that contains an offer of life insurance policies or interests
in a superannuation scheme)”
.
Part 3A: revoked, on 1 October 2009, by regulation 48(2)(b) of the Securities Regulations 2009 (SR 2009/230).
[Revoked]
Regulation 23A: revoked, on 1 October 2009, by regulation 48(2)(b) of the Securities Regulations 2009 (SR 2009/230).
Part 4: revoked, on 1 October 2009, by regulation 48(2)(b) of the Securities Regulations 2009 (SR 2009/230).
[Revoked]
Regulation 24: revoked, on 1 October 2009, by regulation 48(2)(b) of the Securities Regulations 2009 (SR 2009/230).
[Revoked]
Regulation 25: revoked, on 1 October 2009, by regulation 48(2)(b) of the Securities Regulations 2009 (SR 2009/230).
[Revoked]
Regulation 26: revoked, on 1 October 2009, by regulation 48(2)(b) of the Securities Regulations 2009 (SR 2009/230).
Part 5: revoked, on 1 October 2009, by regulation 48(2)(b) of the Securities Regulations 2009 (SR 2009/230).
[Revoked]
Regulation 27: revoked, on 1 October 2009, by regulation 48(2)(b) of the Securities Regulations 2009 (SR 2009/230).
[Revoked]
Regulation 27A: revoked, on 1 October 2009, by regulation 48(2)(b) of the Securities Regulations 2009 (SR 2009/230).
[Revoked]
Regulation 28: revoked, on 1 October 2009, by regulation 48(2)(b) of the Securities Regulations 2009 (SR 2009/230).
Schedule 1 | reg 3(1) |
(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 number or amount, and nominal value (if any), of the securities being offered.
(4) The price or other consideration to be paid or provided for the securities being offered.
Clause 1(3) 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)”
.
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 registered 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 1, clause 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).
In respect of each subsidiary the amount of whose total tangible assets exceeds 5 percent of the amount of the total tangible assets of the issuing group,—
(a) The name thereof; and
(b) The proportion of its issued capital held by members of the issuing group.
(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.
Schedule 1, clause 5(1) was amended, as from 1 October 1997, by regulation 17 Securities Amendment
Regulations 1997 (SR 1997/151) by omitting the word “residential”
.
Schedule 1, 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 1, clause 5A was inserted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
(1) The names of the persons who are the registered holders of the 10 largest holdings of equity securities of the issuer at a date not earlier than 30 days before the specified date, and the amounts of their respective holdings.
(2) A statement as to whether or not the persons specified in accordance with subclause (1) of this clause undertake any liability in respect of the securities being offered.
(1) A brief description of the activities of the members of the issuing group during the 5 years preceding the specified date.
(2) A brief description of the nature and use of the principal fixed assets held by members of the issuing group and a statement whether the assets are owned or held under lease.
(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 set out 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 23(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) If the equity method of accounting has been used, surpluses or deficits that have resulted from using that method:
(xi) Such part of the total required by subparagraph (x) of this paragraph as is attributable to persons who are not members of the group and who hold equity securities issued by subsidiaries of the issuer:
(xii) 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:
(xiii) 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:
(v) The net tangible asset backing per unit of any allotted securities that are of the same class as the securities being offered.
(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 group, and of any material changes in the accounting policies used, that occurred during the periods to which the amounts relate.
(7) 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 1, clause 8(3)(a) was amended, as from 1 October 1997, by regulation 18(1) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 1, clause 8(3)(a)(i) was substituted, as from 1 October 1997, by regulation 18(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 8(3)(a)(iii) was revoked, as from 1 October 1997, by regulation 18(3) Securities Amendment Regulations 1997 (SR 1997/151).
Schedule 1, clause 8(3)(iv), (vi) and (vii) were amended, as from 1 October 1997, by regulation 18(3) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “surpluses or deficit”
for the word “profit or loss”
.
Schedule 1, clause 8(3)(a)(ix) was amended, as from 1 October 1997, by regulation 18(3)(c) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “surpluses or deficits”
for the words “profits or losses”
.
Schedule 1, clause 8(3)(a)(xiii) was substituted, as from 1 October 1997, by regulation 18(4) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 8(3)(b)(iv), was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 1, clause 8(3)(b)(iv) was further substituted, as from 1 October 1997, by regulation 18(5) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 8(4A) was inserted, as from 1 October 1997, by regulation 18(6) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 8(5) was amended, as from 1 October 1997, by regulation 18(7) 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 1, clause 8(6)(a) was amended, as from 1 October 1997, by regulation 18(8) Securities Amendment
Regulations 1997 (SR 1997/151) by omitting the words “abnormal items or”
.
Schedule 1, clause 8(6)(ab) was inserted, as from 1 October 1997, by regulation 18(9) Securities Amendment Regulations 1997 (SR 1997/151)
(1) A statement as to the trading prospects of the issuing group, together with any material information that may be relevant thereto.
(2) 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 issuing group.
(3) Where the purpose of the offer of securities is expressed to be to provide finance for a particular capital project,—
(a) A brief description of the project; and
(b) An indication of the expected financial benefits of the project.
(1) In the case of the first offer to the public of equity securities of the issuer,—
(a) A brief description of the plans that the directors of the issuer, and the directors of any other member of the issuing group, have in respect of the issuing group during the year commencing on the specified date, including the sources of finance that will be required for the plans; and
(b) A statement as to whether or not the proceeds of the offer of securities may, notwithstanding the stated directors' plans, be applied towards any undertaking that the issuer may lawfully engage in (including, in the case of an issuer that is a company, any one or more of the objects specified in the company's memorandum of association or constitution, as the case may be,); and
(c) A prospective statement of cash flows of the issuing group which the directors of the issuer expect to occur in the year commencing on the specified date.
(2) The prospective statement of cash flows required by subclause (1)(c) of this clause—
(a) Shall show the likely receipt and proposed use of the proceeds of the offer of securities; and
(b) Shall state the principal assumptions on which it is based.
(3) Nothing in subclause (2) of this clause limits the information to be included in the prospective statement of cash flows required by subclause (1)(c) of this clause.
(4) For the purposes of section 37(2) of the Act, the minimum amount that, in the opinion of the directors, 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 payable by the issuer, and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any of the securities:
(c) Working capital:
(d) The repayment of any money borrowed by the issuer in respect of any of the foregoing matters.
Schedule 1, clause 10(1)(b) 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 1, clause 10(1)(c) was amended, as from 1 October 1997, by regulation 19(1) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “prospective statement
of cash flows”
for the words “forecast
statement of changes in the financial position”
.
Schedule 1, clause 10(2) and (3) were amended, as from 1 October 1997, by regulation 19(2) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “prospective statement
of cash flows”
for the words “forecast
statement”
.
(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 23(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 issuing group acquired a business, or a member of the issuing 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 that business, or of 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:
(3) If—
(a) A member of the issuing 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 issuing 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 issuing group:
(d) The amount of the consideration paid or payable, or proposed to be paid, by the member of the issuing 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 8 (other than subclauses (3)(b)(v) and (5)) of this Schedule in respect of the 5 accounting periods preceding the specified date and the matters specified in clauses 23 to 38 of this Schedule:
(g) Where, by virtue of clause 22 of this Schedule, the registered prospectus does not include a statement of financial position of the group, the net tangible asset backing per unit 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 1, clause 11(1)(a) and (b) were amended, as from 1 October 1997, by regulation 20(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 1, clause 11(3)(a) was amended, as from 1 October 1997, by regulation 20(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 1, clause 11(3)(g) was amended, as from 1 October 1997, by regulation 20(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
In respect of all equity and participatory securities that, within the 5 years preceding the specified date, have been allotted by a member of the issuing group to a person who is not a member of the issuing group, or that have been subscribed for and are to be so 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 of any member of the issuing group is granted to, or is proposed to be granted to, any person by or on behalf of that member of the issuing group, 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 principal officers of the issuer or of any subsidiary of the issuer:
(ii) The employees of the issuer or of any subsidiary of the issuer:
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) In respect of any director of the issuer who is appointed,—
(a) In the case of a company within the meaning of the Companies Act 1955, in a manner that is materially different from that specified in regulations 75 and 89 to 97 of Table A in Schedule 3 to that Act; or
(b) In the case of a company within the meaning of the Companies Act 1993, in a manner specified in the constitution of the company that is materially different from that specified in sections 153 and 155 of that Act,—
the manner of his or her appointment.
(2) A summary of any rules of the issuer relating to the retirement age of directors.
(3) Where any person (other than the members of the issuer in general meeting or directors of the issuer acting as a board to fill a casual vacancy), has the right to appoint a director or directors of the issuer,—
(a) The name of that person; and
(b) The name of each director who has been appointed by that person; and
(c) A statement whether or not that person has the right to vote in the election of other directors of the issuer.
Schedule 1, clause 14(1) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
(1) Where—
(a) A director of the issuer is entitled to remuneration from the issuer or any of its subsidiaries other than by way of directors' fees; and
(b) The remuneration is payable under a contract of service (other than a contract terminable, without payment of compensation, by the issuer or subsidiary on notice of 2 years or less),—
the amount of the remuneration and all other principal terms of the contract.
(2) Where (in any case other than a case in which subclause (1) of this clause applies) a director is entitled to remuneration from the issuer or any of its subsidiaries other than by way of directors' fees, particulars of the nature of the relationship between the director and the issuer and the services rendered by the director to the issuer.
(3) Where any provisions—
(a) In the rules of the issuer or any of its subsidiaries; or
(b) In any contract or deed entered into by the issuer or any of its subsidiaries,—
relate to retirement benefits of directors or compensation payable to directors for loss of office, a summary of those provisions:
Provided that this subclause shall not apply if those provisions relate only to superannuation benefits that are payable to directors who are full-time employees of the issuer or subsidiary under a scheme open to other full-time employees of the issuer or subsidiary.
(4) 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 the issuer or any of its subsidiaries and any director or proposed director of the issuer or of any body corporate related to the issuer; or
(b) Between the issuer or any of its subsidiaries and any immediate relative of any director or proposed director of the issuer or of any body corporate related to the issuer; or
(c) Between the issuer or any of its subsidiaries 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) Any director or proposed director of the issuer or of any body corporate related to the issuer; or
(ii) Any immediate relative of any director or proposed director of the issuer or of any body corporate related to the issuer,—
the following information:
(d) A description of the property acquired, or to be acquired, under the transaction; and
(e) 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; and
(f) A brief description of the other terms of the acquisition of the property; and
(g) The cost of the property to the person disposing of the property under the transaction; and
(h) The date on which the person disposing of the property under the transaction acquired the property.
(5) Where the rules of an issuer that is a company within the meaning of the Companies Act 1955 relating to the rights and obligations of, and the restrictions on, interested directors are materially different from those specified in regulation 84 of Table A in Schedule 3 to that Act, a summary of those rules.
Schedule 1, clause 15(5) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
(1) The full name of every promoter of the securities being offered.
(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 the issuer or any of its subsidiaries and any promoter of the issuer, or of any subsidiary of the issuer; or
(b) Between the issuer or any of its subsidiaries and (where a promoter of the issuer is a body)—
(i) Any body corporate related to that promoter; or
(ii) Any director or proposed director of that promoter or of any body corporate related to that promoter; or
(c) Between the issuer or any of its subsidiaries and any immediate relative of—
(i) Any promoter of the issuer or of any subsidiary of the issuer; or
(ii) Where a promoter of the issuer is a body whether corporate or unincorporate, any director or proposed director of that promoter or of any body corporate related to that promoter; or
(d) Between the issuer or any of its subsidiaries 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) Any promoter of the issuer or of any subsidiary of the issuer; or
(ii) Where a promoter of the issuer is a body whether corporate or unincorporate, any director or proposed director of that promoter or of any body corporate related to that promoter—
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; 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 by any member of the issuing 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 issuing group.
(1) 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.
(2) Where the date on which the issuer became entitled to commence business is less than 2 years before the specified date, particulars of any preliminary expenses of the issuer, including their amount or estimated amount.
(1) Particulars of any restrictions on the ability of any member of the issuing group to make a distribution, being restrictions that result from any undertaking given, or contract or deed entered into, by the issuer or any of its subsidiaries.
(2) Brief particulars of any restrictions on the ability of any member of the issuing group to borrow, being restrictions that result from any undertaking given, or contract or deed entered into, by the issuer or any of its subsidiaries.
Schedule 1, clause 20(1) was amended, as from 1 October 1997, by regulation 21 Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “make a distribution”
for the words “distribute profits”
.
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 23 to 38 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 23(1), 34(1), and 36(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 issuing group containing the information required to be contained in the registered prospectus by clauses 23 to 38; and
(b) The registered prospectus refers to those financial statements of the issuing group and states the most recent accounting period covered by those statements.
Schedule 1, clause 22(2) was inserted, as from 1 October 1997, by regulation 22 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 of the group; 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 24 to 33 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 1, clause 23 was amended, as from 1 October 1997, by regulation 23 Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
, and by substituting in subclause (2) the expression “section
37A(1)(c)”
for the expression “section 37A(1)(e)”
.
Each statement of financial position required by clause 23 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 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) [Revoked]
(e) The amount of any cumulative dividends in arrears.
Clause 24 was amended, as from 1 October 1997, by regulation 24 Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Paragraph (a) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Paragraph (a) was amended, as from 1 October 1997, by regulation 24 Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the word “equity”
for
the words “shareholders' funds”
.
Paragraph (b)(iii) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Paragraph (b)(iv) was inserted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Paragraph (c) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Paragraph (c) was amended, as from 1 October 1997, by regulation 24 Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the word “equity”
for
the words “shareholders' funds”
.
Paragraph (d) was revoked, as from 1 April 2005, by section YA 2 Income Tax Act 2004 (2004 No 35).
Each statement of financial position required by clause 23, 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 24, 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 1, clause 25 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 1, clause 25 was further substituted, as from 1 October 1997, by regulation 25 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 23 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 1, clause 26 was amended, as from 1 October 1997, by regulation 26 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 23 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 1, clause 27 was amended, as from 1 October 1997, by regulation 27(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 1, clause 27 was further amended, as from 1 October 1997, by regulation 27(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 23 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 amount 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 27(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 1, clause 28 was amended, as from 1 October 1997, by regulation 28 Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 1, clause 28(b)(i) was substituted, as from 1 October 1997, by regulation 28 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 23 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 1, clause 29 was amended, as from 1 October 1997, by regulation 27(a) 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 23 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 1, clause 30 was amended, as from 1 October 1997, by regulation 30(1) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 1, clause 30(b) was amended, as from 1 October 1997, by regulation 30(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 1, clause 30(b)(i) and (ii) were substituted, as from 1 October 1997, by regulation 30(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 23 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 following amounts included within that aggregate amount in respect of:
(i) The total of investments in associated bodies corporate at cost (less amounts written off) or market value (if ascertainable), whichever is the lesser; and, if the equity method of accounting has been adopted, shown separately, the amounts attributed to the total of investments in associated bodies corporate through the use of that method of accounting:
(ii) The total of investments in related bodies corporate at cost (less amounts written off) or market value (if ascertainable), whichever is the lesser:
(iii) 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:
(iv) 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 1, clause 31 was amended, as from 1 October 1997, by regulation 31 Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 1, clause 31(b)(iv) 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 23 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 amounts included within that aggregate amount as are material and are in respect of:
(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 1, clause 32 was amended, as from 1 October 1997, by regulation 32(1) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
position”
for the words “balance sheet”
.
Schedule 1, clause 32(b)(iii) was substituted, as from 1 October 1997, by regulation 32(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 32(c) was amended, as from 1 October 1997, by regulation 32(1) 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 23 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 amounts included within that aggregate amount as are material and are in respect of:
(i) Total goodwill:
(ii) The total of patents and trade marks; and
(c) The aggregate of all assets not specified in any provision of clauses 30 to 32 of this Schedule or of paragraph (a) or paragraph (b) of this clause; and
(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 1, clause 33 was amended, as from 1 October 1997, by regulation 33 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, for 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 23(1)(b) of this Schedule.
(2) Where an interim statement of financial position is set out in the registered prospectus pursuant to clause 23(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 23(1) of this Schedule to the date of the interim statement of financial position.
(3) Nothing in clause 35 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 1, clause 34 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 1, clause 34 was amended, as from 1 October 1997, by regulation 34(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
performance”
for the words “profit and
loss statement”
.
Schedule 1, clause 34(1)(b) and (2) were amended, as from 1 October 1997, by regulation 34(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 34 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) Associated bodies corporate (other than surpluses or deficits that result from using the equity method of accounting):
(ii) 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 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:
(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 group's business:
(n) The net surplus or deficit after taking account of taxation and of the matters specified in paragraph (m) of this clause:
(o) If the equity method of accounting has been used, surpluses or deficits that have resulted from using that method:
(q) Such part of the total required by paragraph (p) of this clause as is attributable to persons who are not members of the group and who hold equity securities issued by subsidiaries of the issuer.
Schedule 1, clause 35 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 1, clause 35 was amended, as from 1 October 1997, by regulation 35(1) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
performance”
for the words “profit and
loss statement”
.
Schedule 1, clause 35(a) was substituted, as from 1 October 1997, by regulation 35(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 35(b) was substituted, as from 1 October 1997, by regulation 35(3) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 35(h) was substituted, as from 1 October 1997, by regulation 35(4) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 35(j), (k), (l), and (n) were amended, as from 1 October 1997, by regulation 35(5)(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “surplus or deficit”
for the words “profit or loss”
.
Schedule 1, clause 35(o) was amended, as from 1 October 1997, by regulation 35(5)(b) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “surpluses or deficits”
for the words “profits or losses”
.
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 34(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 34(2) of this Schedule relates, which statement need not be audited.
Schedule 1, clause 36 was substituted by regulation 2(1) Securities Regulations 1983, Amendment No 1 (SR 1988/95). See regulation 5(1) 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 1, clause 36 was amended, as from 1 October 1997, by regulation 36 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 23 to 36 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 1, paragraph 37(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 1, clause 37(a) was amended, as from 1 October 1997, by regulation 37(a) Securities Amendment
Regulations 1997 (SR 1997/151) by substituting the words “statement of financial
performance”
for the words “profit and
loss statement”
.
Schedule 1, clause 37(b) and (d) were amended, as from 1 October 1997, by regulation 37(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 1, clause 38 was amended, as from 1 October 1997, by regulation 38(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 1, clause 38(a)(i) were amended, as from 1 October 1997, by regulation 38(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 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 17 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 1, clause 39 (that part before paragraph (a)) was substituted, as from 1 October 1997, by regulation 39 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 39(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,”
.
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 22(2), and contracts entered into in the ordinary course of business of a member of the issuing group).
Schedule 1, clause 40 was amended, as from 1 October 1997, by regulation 40 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 22(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 issuing group; or
(b) The value of its assets; or
(c) The ability of the issuing group to pay its liabilities due within the next 12 months.
Schedule 1, clause 41 was amended, as from 1 October 1997, by regulation 41 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 23 to 38 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 the registered prospectus pursuant to clause 22(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 1, clause 42(1) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 1, clause 42(2) was substituted, as from 1 October 1997, by regulation 42(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 42(3) was inserted, as from 1 October 1997, by regulation 42(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
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.
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