New Zealand Legislation: Regulations
Regulations are laws made under Acts
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as at 19 December 2008
(SR 2002/329)
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.
7 Condition of exemptions for specified securities and savings scheme securities that they are allotted only to eligible persons
8 Condition of exemptions for specified securities and savings scheme securities that other disclosure made
This notice is the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002.
This notice comes into force on 1 October 2002.
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).
(1) In this notice, unless the context otherwise requires,—
Act means the Securities Act 1978
eligible person means, in relation to an exempt overseas issuer,—
(a) an employee of the issuer or of any of its subsidiaries:
(b) a director of the issuer or of any of its subsidiaries
employee share purchase scheme means—
(a) a scheme—
(i) under which eligible persons may acquire specified securities; and
(ii) that is established under the laws of the jurisdiction in which the exempt overseas issuer is incorporated or listed; and
(b) a regional variation of that scheme if regional variations are permitted by the scheme
exempt overseas issuer means an overseas issuer or an issuer named in Schedule 1
overseas bank means a bank licensed or otherwise authorised by the central banking authority of an overseas jurisdiction to carry on banking business in that jurisdiction
overseas issuer means either of the following:
(a) an issuer—
(i) that is incorporated in a specified overseas jurisdiction; and
(ii) that is listed on a securities exchange in a specified overseas jurisdiction; and
(iii) the shares or common stock in which are quoted or approved for quoting by a securities exchange in a specified overseas jurisdiction; or
(b) an issuer—
(i) that is incorporated in a specified overseas jurisdiction; and
(ii) in respect of whose shares or common stock an application for quotation has been made to a securities exchange in a specified overseas jurisdiction; and
(iii) who, at the time of an offer of specified securities in reliance on the exemptions granted by this notice, complies with all the requirements of the securities exchange in the specified overseas jurisdiction relating to the application for quotation that the issuer is required to comply with at that time
parallel scheme has the meaning set out in clause 9(2)
published financial statements means financial statements that are published, issued, or prepared in accordance with the laws of the jurisdiction in which the issuer is incorporated or listed
registered bank has the same meaning as in section 2 of the Reserve Bank of New Zealand Act 1989
Regulations means the Securities Regulations 1983
savings scheme securities means debt or participatory securities
specified overseas jurisdiction means a jurisdiction named in Schedule 2
specified security means, in relation to an exempt overseas issuer,—
(a) a share or common stock in the exempt overseas issuer:
(b) an interest in a scheme—
(i) the issuer of which is—
(A) the exempt overseas issuer; or
(B) a company incorporated in a specified overseas jurisdiction that is a wholly owned subsidiary of the exempt overseas issuer; and
(ii) which, in accordance with the documents constituting or defining the constitution of the exempt overseas issuer and the scheme, may only be transferred, issued, redeemed, or acquired together with a specified number of the securities in paragraph (a); and
(iii) which is quoted or approved for quoting on the same securities exchange as the securities in paragraph (a):
(c) a right or option to acquire a security in paragraph (a) or paragraph (b):
(d) an interest in, or a right under a trust to, a security in paragraph (a) or paragraph (b):
(e) an interest in, or a right under a trust to, a right or option in paragraph (c)
specified subsidiary means, in relation to an exempt overseas issuer, a company incorporated in New Zealand or in a specified overseas jurisdiction that—
(a) is a wholly owned subsidiary of the exempt overseas issuer; and
(b) offers or issues savings scheme securities in connection with participation in the exempt overseas issuer’s employee share purchase scheme.
(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) exempt overseas issuer: amended, on 26 March 2004, by clause 3(1) of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2004 (SR 2004/76).
Clause 4(1) listed overseas issuer: revoked, on 26 March 2004, by clause 3(2) of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2004 (SR 2004/76).
Clause 4(1) overseas issuer: inserted, on 26 March 2004, by clause 3(3) of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2004 (SR 2004/76).
Clause 4(1) parallel scheme: inserted, on 29 February 2008, by clause 4 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2008 (SR 2008/46).
Clause 4(1) specified security: substituted, on 7 October 2005, by clause 3 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2005 (SR 2005/280).
Clause 4(1) specified subsidiary: added, on 28 March 2003, by clause 3 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 2) 2003 (SR 2003/65).
(1) This clause applies to—
(a) an exempt overseas issuer:
(b) a company incorporated in a specified overseas jurisdiction that is a wholly owned subsidiary of an exempt overseas issuer:
(c) a holder or offeror of specified securities previously allotted by a person in paragraph (a) or paragraph (b):
(d) a person acting on behalf of a person in paragraph (a) or paragraph (b) or paragraph (c).
(2) Every person to whom this clause applies is exempted from sections 33(2), 33(3), 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of specified securities offered under the exempt overseas issuer’s employee share purchase scheme.
Clause 5: substituted, on 7 October 2005, by clause 4 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2005 (SR 2005/280).
(1) This clause applies to—
(a) a registered bank or an overseas bank:
(b) an exempt overseas issuer or a specified subsidiary:
(c) a person acting on behalf of a person in paragraph (a) or paragraph (b).
(2) Every person to whom this clause applies is exempted from sections 33(2) and (3), 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of savings scheme securities offered in connection with participation in an exempt overseas issuer’s employee share purchase scheme.
Clause 6(1): substituted, on 28 March 2003, by clause 4 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 2) 2003 (SR 2003/65).
The exemptions in clauses 5 and 6 are subject to the condition that the specified securities or savings scheme securities (as the case may be) are allotted only to the following persons:
(a) persons who are eligible persons at the time of allotment of the specified securities or savings scheme securities:
(b) in the case of specified securities that are allotted on the exercise of rights or options to acquire specified securities, persons who are eligible persons at the time of allotment of those rights or options.
Clause 7: substituted, on 28 February 2003, by clause 3 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2003 (SR 2003/32).
Clause 7(b): substituted, on 7 October 2005, by clause 5 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2005 (SR 2005/280).
(1) The exemptions in clauses 5 and 6 from sections 37, 37A, 38A, 54A, and 54B of the Act are subject to the further condition that the person to whom the offer is made has received, before subscribing for the specified security or the savings scheme security (as the case may be),—
(a) an English version or English translation of the following information (which may be in 1 or more documents):
(i) the most recent annual report of the issuer of the security subscribed for; and
(ii) the most recent published financial statements of the issuer of the security subscribed for; and
(iii) the current rules of the employee share purchase scheme or a summary of those rules; and
(iv) the terms of the offer in New Zealand; or
(b) a notice stating—
(i) that the information described in paragraph (a) is available on an Internet or intranet site operated by or on behalf of the issuer; and
(ii) the address of that Internet or intranet site; and
(iii) that the information will be sent, without fee, to the person to whom the offer is made on request, and how and to whom that request may be made.
(1) The exemptions in clause 5 are subject to the further condition that, at the time of the offer, specified securities are also offered, or have previously been offered, under the employee share purchase scheme, or a parallel scheme, in the jurisdiction in which the exempt overseas issuer is incorporated or listed.
(2) In this clause, parallel scheme means a scheme—
(a) under which eligible persons may acquire specified securities; and
(b) that is established under the laws of the jurisdiction in which the exempt overseas issuer is incorporated or listed; and
(c) the terms of which are substantially the same as those of the employee share purchase scheme except to the extent that variations are necessary or desirable to comply with, or to take into account, the laws of the jurisdictions in which specified securities are offered (whether under the parallel scheme or the employee share purchase scheme).
Clause 9: substituted, on 29 February 2008, by clause 5 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2008 (SR 2008/46).
Clause 9 heading: amended, on 7 November 2008, by clause 4(1) of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 3) 2008 (SR 2008/428).
Clause 9(1): substituted, on 7 November 2008, by clause 4(2) of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 3) 2008 (SR 2008/428).
[Revoked]
Clause 10: 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).
The exemption in clause 6 from section 33(2) is subject to the further condition that the subscriptions received from the savings scheme securities are held in a bank account that holds only those subscriptions until the specified securities are allotted or the subscriptions are disposed of in accordance with the employee share purchase scheme, whichever is the earlier.
Clause 11: amended, on 28 March 2003, by clause 6 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 2) 2003 (SR 2003/65).
Schedule 1 |
ABN AMRO Australia Holdings Pty Limited (a company incorporated under the laws of Australia)
AECOM Technology Corporation (a corporation incorporated under the laws of Delaware, United States of America)
Airclaims Group Holdings Limited (a company incorporated under the laws of the United Kingdom)
Bluestone Group Pty Limited (a company incorporated under the laws of Australia)
Clemenger Communications Limited (a company incorporated under the laws of Australia)
Danfoss A/S (a company incorporated under the laws of Denmark)
Talgentra Pacific Group Pty Ltd (a company incorporated under the laws of Australia)
Schedule 1 ABN AMRO Australia Holdings Pty Limited: inserted, on 1 June 2007, by clause 4 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 2) 2007 (SR 2007/141).
Schedule 1 AECOM Technology Corporation: inserted, on 18 November 2003, by clause 3 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 3) 2003 (SR 2003/322).
Schedule 1 Airclaims Group Holdings Limited: inserted, on 30 June 2006, by clause 4 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2006 (SR 2006/174).
Schedule 1 Bluestone Group Pty Limited: inserted, on 26 January 2007, by clause 4 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2007 (SR 2007/3).
Schedule 1 Clemenger Communications Limited: inserted, on 18 November 2003, by clause 3 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 3) 2003 (SR 2003/322).
Schedule 1 Danfoss A/S: inserted, on 29 October 2004, by clause 3 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 2) 2004 (SR 2004/375).
Schedule 1 PA Holdings Limited: revoked, on 12 September 2008, by clause 4 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 2) 2008 (SR 2008/306).
Schedule 1 Talgentra Pacific Group Pty Ltd: added, on 19 December 2008, by clause 4 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 4) 2008 (SR 2008/451).
Schedule 2 |
Schedule 2 heading: amended, on 26 March 2004, by clause 4 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2004 (SR 2004/76).
Australia
Austria
Canada
Denmark
Finland
France
Germany
The Netherlands
Norway
Singapore
South Africa
Sweden
Switzerland
United Kingdom
United States of America
Schedule 2 Austria: inserted, on 27 July 2007, by clause 4 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 3) 2007 (SR 2007/198).
Schedule 2 Switzerland: inserted, on 12 December 2003, by clause 3 of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 4) 2003 (SR 2003/363).
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.
Date of notification in Gazette: 30 September 2002.
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)
This is a reprint of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002. The reprint incorporates all the amendments to the notice as at 19 December 2008, 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.
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.
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.
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).
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 4) 2008 (SR 2008/451)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 3) 2008 (SR 2008/428)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 2) 2008 (SR 2008/306)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2008 (SR 2008/46)
Securities Act (Extension of Term, Amendment, and Revocation of Certain Exemptions) Exemption Notice 2007 (SR 2007/277): clause 3
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 3) 2007 (SR 2007/198)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 2) 2007 (SR 2007/141)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2007 (SR 2007/3)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2006 (SR 2006/174)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2005 (SR 2005/280)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 2) 2004 (SR 2004/375)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2004 (SR 2004/76)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 4) 2003 (SR 2003/363)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 3) 2003 (SR 2003/322)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 2) 2003 (SR 2003/65)
Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2003 (SR 2003/32)
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