New Zealand Legislation: Regulations
Regulations are laws made under Acts
(SR 1998/293)
This notice is administered in the Securities Commission.
PURSUANT to the Securities Act 1978, the Securities Commission gives the following notice.
(1) This notice may be cited as the Securities Act (Dividend Reinvestment) Exemption Notice 1998.
(2) This notice (except clause 6) comes into force on the day after the date of its notification in the Gazette.
(3) Clause 6 comes into force on 1 January 1999.
(4) This notice expires on the close of 30 September 2010.
Subclause (4) was amended, as from 29 September 2000, by clause 3 Securities Act (Dividend Reinvestment) Exemption Amendment Notice 2000 (SR 2000/192) by substituting the expression “30 September 2005”
for the expression “30 September 2000”
..
Subclause (4) was amended, as from 30 September 2005, by clause 3 Securities Act (Dividend Reinvestment) Exemption Amendment Notice 2005 (SR 2005/275) by substituting the expression “30 September 2010”
for the expression “30 September 2005”
..
(1) In this notice, unless the context otherwise requires,—
Act means the Securities Act 1978
Dividend means,—
(a) In relation to equity securities, a dividend within the meaning of the Companies Act 1993; and
(b) In relation to a unit in a unit trust or an interest in a group investment fund, a distribution of the income or gains (whether in the nature of capital or income) of the trust or fund to a holder of a unit in the trust or of an interest in the fund:
Group investment fund means a group investment fund established under section 29 of the Trustee Companies Act 1967 or section 42A of the Public Trust Office Act 1957
Regulations means the Securities Regulations 1983
Scheme—
(a) Has the meaning given to it by the Act; and
(b) Includes, in relation to an interest in a group investment fund, that group investment fund:
Specified securities means the following kinds of securities
(a) Equity securities; or
(b) Units in a unit trust; or
(c) Interests in a group investment fund.
(2) Any term or expression that is not defined in this notice, but that is defined in the Act or the Regulations, has the meaning given to it by the Act or the Regulations.
This notice applies to any specified securities offered by the issuer of those securities only to a person who already holds securities of the issuer that are the same kind as the securities being offered, on terms which—
(a) Entitle that person to subscribe for those securities by applying all or any specified part of any dividends declared by the issuer and payable to that person; or
(b) Require the issuer to allot those specified securities to that person as fully paid securities in consideration only for that person forgoing the right to receive all or any specified part of any dividends declared by the issuer and otherwise payable to that person.
(1) The exemption granted by clause 4 is subject to the condition that (before a holder of securities subscribes for, or requires the issuer to allot, specified securities) the holder receives a document that contains—
(a) An offer of specified securities pursuant to a dividend reinvestment plan; and
(b) A description of the dividend reinvestment plan and its terms and conditions; and
(c) A statement that there is available from the issuer, on request and free of charge, a copy of the most recent annual report (if any) and financial statements complying with the Financial Reporting Act 1993 of—
(i) The issuer, if the specified securities are equity securities; or
(ii) The scheme, if the specified securities are units in a unit trust or interests in a group investment fund.
(2) The exemption granted by clause 4 is subject to the further condition that the dividend reinvestment plan contains provisions requiring that,—
(a) At the time the price of the specified securities is set, the issuer has no information that is not publicly available that would, or would be likely to, have a material adverse affect on the realisable price of the security if the information were publicly available; and
(b) The right to subscribe for, or require the issuer to allot, specified securities is offered to all holders of securities of the issuer of the same kind, other than securities holders who are resident outside New Zealand and who are excluded by the issuer to avoid a risk of breaching the laws of the relevant overseas country; and
(c) Every securities holder to whom the right is offered is given a reasonable opportunity to accept it; and
(d) The specified securities issued to the securities holder are—
(i) Issued on the terms disclosed to the holder; and
(ii) Subject to the same rights as the securities issued to all holders of securities of the same kind who agree to receive the securities.
The Securities Act (Dividend Reinvestment) Exemption Notice 19971 is revoked.
This note is not part of the notice, but is intended to indicate its general effect.
This notice comes into force on the day after the date of its notification in the Gazette (except clause 6, which comes into force on 1 January 1999) and expires on 30 September 2000. It replaces and extends the provisions of the Securities Act (Dividend Reinvestment) Exemption Notice 1997.
The notice applies to equity securities, units in unit trusts, and interests in group investment funds that are offered to existing holders of the same kind of securities, on terms which—
(a) Entitle an existing holder to subscribe for the securities by applying dividends payable to that person; or
(b) Require the issuer to allot the securities as fully paid in consideration for that person forgoing the right to receive dividends payable to that person.
The notice exempts issuers, in the case of those securities and subject to conditions, from sections 37 and 37A of the Securities Act 1978 and the Securities Regulations 1983 (other than regulation 8). Issuers are exempted from the prospectus and investment statement requirements of the Act and the Regulations, but are required to provide investors with an offer document that contains details of the dividend reinvestment plan.
Date of notification in Gazette: 1 October 1998.
1 SR 1997/228