Securities Act (Amalgamations) Exemption Notice 2002

  • expired
  • Securities Act (Amalgamations) Exemption Notice 2002: expired, on 1 October 2012, by clause 3.

Reprint
as at 1 October 2012

Coat of Arms of New Zealand

Securities Act (Amalgamations) Exemption Notice 2002

(SR 2002/328)

  • Securities Act (Amalgamations) Exemption Notice 2002: expired, on 1 October 2012, by clause 3.


Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

This notice is administered by the Securities Commission.


Pursuant to the Securities Act 1978, the Securities Commission gives the following notice.

Notice

1 Title
  • This notice is the Securities Act (Amalgamations) Exemption Notice 2002.

2 Commencement
  • This notice comes into force on 1 October 2002.

3 Expiry
  • This notice expires on the close of 30 September 2012.

    Clause 3: amended, on 21 September 2007, by clause 3 of the Securities Act (Extension of Term, Amendment, and Revocation of Certain Exemptions) Exemption Notice 2007 (SR 2007/277).

4 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    Act means the Securities Act 1978

    amalgamated company means the 1 company that is the result of and continues after an amalgamation, which may be one of the amalgamating companies or a new company

    amalgamating company means any company that amalgamates with 1 or more other companies under an amalgamation

    amalgamation means an amalgamation that is to be effected under Part 13 of the Companies Act 1993

    designated date means a date that is not more than 21 days before the date on which the information, statements, certificates, and other matters that must be sent to the shareholders of each amalgamating company under section 221(3) of the Companies Act 1993 are sent to those shareholders

    FRS-42 means the financial reporting standard known as Financial Reporting Standard No 42: Prospective Financial Statements, approved under the Financial Reporting Act 1993

    Regulations means the Securities Regulations 1983

    specified debt securities means debt securities that are, or are to be, offered under an amalgamation

    specified equity securities means equity securities that are, or are to be, offered under an amalgamation.

    (2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

    Clause 4(1) FRS-29: revoked, on 30 March 2007, by clause 4 of the Securities Act (Amalgamations) Exemption Amendment Notice 2007 (SR 2007/79).

    Clause 4(1) FRS-42: inserted, on 30 March 2007, by clause 4 of the Securities Act (Amalgamations) Exemption Amendment Notice 2007 (SR 2007/79).

5 Exemption from regulation 3(1) of Regulations
  • Every company and every person acting on its behalf are exempted from regulation 3(1) of the Regulations in the case of specified equity securities.

6 Condition of exemption in clause 5
  • The exemption in clause 5 is subject to the condition that the registered prospectus for the offer of the specified equity securities—

    • (a) contains, or is accompanied by, the information, statements, certificates, and other matters that must be sent to the shareholders of each amalgamating company under section 221(3) of the Companies Act 1993; and

    • (b) contains the information, statements, certificates, and other matters specified in clauses 2, 4 to 7, 16, 17, 21, 39, and 40 of Schedule 1 of the Regulations.

7 Exemption from regulation 3(2) of Regulations
  • Every company and every person acting on its behalf are exempted from regulation 3(2) of the Regulations in the case of specified debt securities.

8 Condition of exemption in clause 7
  • The exemption in clause 7 is subject to the condition that the registered prospectus for the offer of the specified debt securities—

    • (a) contains, or is accompanied by, the information, statements, certificates, and other matters that must be sent to the shareholders of each amalgamating company under section 221(3) of the Companies Act 1993; and

    • (b) contains the information, statements, certificates, and other matters specified in clauses 2, 4 to 6, 9, 12 to 14, 33, and 34 of Schedule 2 of the Regulations.

9 Further condition relating to current financial statements
  • (1) For the purposes of this clause, an amalgamating company is an amalgamating company for which financial statements are required if it has commenced business and—

    • (a) it has acquired an asset; or

    • (b) it has incurred a debt.

    (2) The exemptions in clauses 5 and 7 are subject to the further condition that the registered prospectus for the offer of the specified equity securities or the specified debt securities (as the case may be) contains, or is accompanied by,—

    • (a) in relation to an amalgamating company for which financial statements are required, either—

      • (i) a copy of the most recent audited consolidated financial statements of the amalgamating company that comply with subclause (3); or

      • (ii) if the amalgamating company has been in existence for less than a year, a copy of audited consolidated financial statements that comply with subclause (3) for the period beginning on the date the amalgamating company commenced business and ending on its first balance date or any stated date that is not more than 4 months before the date on which the amalgamation is proposed to take effect; and

    • (b) in relation to an amalgamating company for which financial statements are required, if the date of allotment of the specified equity securities or specified debt securities would be more than 9 months after the balance date of the financial statements of the amalgamating company referred to in paragraph (a), a copy of the interim consolidated financial statements of that amalgamating company that comply with subclause (3) (except that they need not be audited) for a period beginning on the day after that balance date and ending on a date that is not more than 9 months later; and

    • (c) in relation to an amalgamating company for which financial statements are not required, a statement that the company has not commenced business, acquired an asset, or incurred a debt (as the case may be).

    (3) Financial statements comply with this clause if—

    • (b) in the case of an amalgamating company that is not an issuer within the meaning of the Financial Reporting Act 1993, and has not prepared financial statements that have been registered under that Act, the statements have been prepared to comply with that Act as if they required registration under that Act; or

    • (c) in the case of interim consolidated financial statements, they have been prepared to comply with the Financial Reporting Act 1993 as if they required registration under that Act.

    (4) For the purposes of subclause (1), a company has not commenced business by reason only of having entered into a trust deed in respect of specified debt securities, as required by section 33(2)(a) of the Act.

10 When certain financial statements not required
  • A registered prospectus for the specified equity securities or specified debt securities (as the case may be) sent to a shareholder of an amalgamating company does not have to contain, or be accompanied by, the financial statements of that amalgamating company referred to in clause 9(2)(a) if—

    • (a) a copy of the most recent annual report of the amalgamating company has previously been sent to that shareholder under section 209 of the Companies Act 1993; or

    • (b) a copy of the most recent financial statements of the amalgamating company has previously been sent to that shareholder under section 210 of that Act.

11 Further condition relating to prospective financial statements
  • The exemptions in clauses 5 and 7 are subject to the further condition that the registered prospectus for the offer of the specified equity securities or the specified debt securities (as the case may be) contains, or is accompanied by, a copy of—

    • (a) a prospective consolidated statement of financial position for the amalgamated company as at the date on which the amalgamation is proposed to take effect, that complies with FRS-42; and

    • (b) prospective consolidated statements of financial position, financial performance, and cash flows for 1 or more future accounting periods of the amalgamated company that in each case—

      • (i) are prepared as if the amalgamation had already been effected; and

      • (ii) comply with FRS-42.

    Clause 11: substituted, on 16 March 2004, by clause 4 of the Securities Act (Amalgamations) Exemption Amendment Notice 2004 (SR 2004/49).

    Clause 11(a): amended, on 30 March 2007, by clause 5(1) of the Securities Act (Amalgamations) Exemption Amendment Notice 2007 (SR 2007/79).

    Clause 11(b)(ii): amended, on 30 March 2007, by clause 5(2) of the Securities Act (Amalgamations) Exemption Amendment Notice 2007 (SR 2007/79).

12 Further conditions relating to directors' statements
  • The exemptions in clauses 5 and 7 are subject to the further condition that the registered prospectus for the offer of the specified equity securities or the specified debt securities (as the case may be) contains, or is accompanied by,—

    • (a) in relation to an amalgamating company for which financial statements are required under clause 9, a statement by the directors of that company as to whether, after due inquiry by them in relation to the period between the balance date of the financial statements referred to in clause 9(2)(a) or of the interim financial statements referred to in clause 9(2)(b) (as the case may be) and the designated date, there have, in their opinion, arisen any circumstances that materially adversely affect—

      • (i) the trading or profitability of the amalgamating company; or

      • (ii) the value of its assets; or

      • (iii) the ability of the amalgamating company to pay its liabilities due within the next 12 months; and

    • (b) in relation to an amalgamating company for which financial statements are required under clause 9, a statement by the directors of that company that, between the balance date of the financial statements referred to in clause 9(2)(a) and the designated date, there have been no material changes in the nature of the business of the amalgamating company.

13 Further condition relating to date of allotment
  • (1) This clause applies if 1 or more of the amalgamating companies is a company for which financial statements are required under clause 9.

    (2) The exemptions in clauses 5 and 7 are subject to the further condition that the date of allotment of any specified equity securities or specified debt securities is not more than 9 months after the balance date of the financial statements referred to in clause 9(2)(a) or of any interim financial statements referred to in clause 9(2)(b) (as the case may be).

14 Exemption from clauses 1(1) and 5 of Schedule 3D of Regulations
  • (1) Every company and every person acting on its behalf are exempted, in the case of specified equity securities and specified debt securities, from the requirement to include in an investment statement in the list of questions referred to in clause 1(1) of Schedule 3D of the Regulations, the question How much do I pay?

    (2) Every company and every person acting on its behalf are exempted, in the case of specified equity securities and specified debt securities, from clause 5 of Schedule 3D of the Regulations and the italicised question above that clause.

15 Conditions of exemption in clause 14
  • (1) The exemption in clause 14(1) is subject to the condition that, in place of the question How much do I pay?, the investment statement includes the question What will this cost me?

    (2) The exemption in clause 14(2) is subject to the condition that the investment statement contains a brief description of the terms of exchange of the securities of the amalgamating companies for the securities of the amalgamated company.

16 Transitional provision
  • [Revoked]

    Clause 16: revoked, on 21 September 2007, by clause 3 of the Securities Act (Extension of Term, Amendment, and Revocation of Certain Exemptions) Exemption Notice 2007 (SR 2007/277).

Dated at Wellington this 27th day of September 2002.

The Common Seal of the Securities Commission was affixed in the presence of:

[Seal]

L A J Kavanagh,
Member.



Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 30 September 2002.


Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)


Notes
1 General
  • This is a reprint of the Securities Act (Amalgamations) Exemption Notice 2002. The reprint incorporates all the amendments to the notice as at 1 October 2012, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.

2 Status of reprints
  • Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

    This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared
  • A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
  • Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

    A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

    In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

    • omission of unnecessary referential words (such as of this section and of this Act)

    • typeface and type size (Times Roman, generally in 11.5 point)

    • layout of provisions, including:

      • indentation

      • position of section headings (eg, the number and heading now appear above the section)

    • format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • format of dates (eg, a date formerly expressed as the 1st day of January 1999 is now expressed as 1 January 1999)

    • position of the date of assent (it now appears on the front page of each Act)

    • punctuation (eg, colons are not used after definitions)

    • Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • case and appearance of letters and words, including:

      • format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

      • small capital letters in section and subsection references are now capital letters

    • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • running heads (the information that appears at the top of each page)

    • format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)