Securities Act (Local Authority and Other Venture Capital Schemes) Exemption Notice 2003

  • revoked
  • Securities Act (Local Authority and Other Venture Capital Schemes) Exemption Notice 2003: revoked, on 31 July 2008, by clause 13 of the Securities Act (Venture Capital Schemes) Exemption Notice 2008 (SR 2008/218).

Reprint
as at 31 July 2008

Securities Act (Local Authority and Other Venture Capital Schemes) Exemption Notice 2003

(SR 2003/67)

  • Securities Act (Local Authority and Other Venture Capital Schemes) Exemption Notice 2003: revoked, on 31 July 2008, by clause 13 of the Securities Act (Venture Capital Schemes) Exemption Notice 2008 (SR 2008/218).


Note

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.

This notice is administered by the Securities Commission.


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

1 Title
  • This notice is the Securities Act (Local Authority and Other Venture Capital Schemes) Exemption Notice 2003.

2 Commencement
  • This notice comes into force on the day after the date of its notification in the Gazette.

3 Expiry
  • This notice expires on the close of 31 July 2008.

    Clause 3: amended, on 30 May 2008, by clause 4 of the Securities Act (Local Authority and Other Venture Capital Schemes) Exemption Amendment Notice (No 2) 2008 (SR 2008/129).

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

    Act means the Securities Act 1978

    code of practice means a code of practice for the regulation of offers of specified equity securities and specified participatory securities (made under a venture capital scheme) that is—

    • (a) administered by a scheme administrator; and

    • (b) approved for the time being by the Commission

    pre-registration member means a person who has not been admitted to full membership of a venture capital scheme, but who has been granted provisional registration in respect of the scheme

    publicly available, in relation to a code of practice, means that,—

    • (a) upon request to the scheme administrator (but subject to any reasonable restrictions that the scheme administrator may impose, so that not less than 2 hours in each working day is allowed for inspection), the code of practice must be open to inspection by the public, free of charge; and

    • (b) upon request to the scheme administrator (but subject to any reasonable fee that the scheme administrator may impose), a copy of the code of practice must promptly be sent to any person who requests a copy; and

    • (c) a copy of the code of practice must be published on the Internet

    Regulations means the Securities Regulations 1983

    scheme administrator means a person named in the Schedule

    specified equity securities means equity securities that are offered to the public for subscription under a venture capital scheme

    specified issuer, in relation to any specified equity securities or specified participatory securities, means a person who—

    • (a) has been admitted to full membership of a venture capital scheme; and

    • (b) is bound by the rules of the venture capital scheme to comply with a code of practice

    specified participatory securities means participatory securities that are offered to the public for subscription under a venture capital scheme

    venture capital scheme means a scheme for the offering of specified equity securities or specified participatory securities, or both, to the public for subscription operated by a scheme administrator under a code of practice.

    (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.

5 Exemption for specified equity securities
  • Every scheme administrator and every specified issuer are exempted from sections 37 and 37A(2) of the Act and regulation 17 of the Regulations in respect of any specified equity securities.

6 Conditions to clause 5
  • (1) The exemption in clause 5 is subject to the following conditions:

    • (a) that the total amount raised by the specified issuer by the issue of the specified equity securities does not exceed $5,000,000:

    • (b) that the aggregate amount of capital and reserves of, and loans made by shareholders of the specified issuer to, the specified issuer does not at any time exceed $5,000,000:

    • (c) that, before making any allotment of the specified equity securities to a subscriber, the specified issuer has given to the subscriber a copy of the most recent financial statements of the specified issuer that—

      • (i) have been audited; or

      • (ii) have been reviewed by a chartered accountant in accordance with the guidelines for review engagements of the Institute of Chartered Accountants of New Zealand; or

    • (d) if the date of allotment of specified equity securities to a subscriber would be more than 9 months after the date of the financial statements of the specified issuer referred to in paragraph (c) that before making any allotment of specified equity securities to a subscriber, the specified issuer has given to the subscriber a copy of interim financial statements of the specified issuer (being interim financial statements for a period that is not more than 9 months after the period to which the financial statements referred to in paragraph (c) relate and that contain information and particulars for the period to which they relate in respect of the same matters as are contained in the financial statements referred to in paragraph (c), but which need not be audited or reviewed by a chartered accountant):

    • (e) if the specified issuer provides the subscriber with financial statements of the type specified in paragraph (c)(ii), that the financial statements include (at the top of each page) a statement in the following terms:

      WARNING These financial statements have not been audited.:

    • (f) if the specified issuer provides the subscriber with financial statements of the type specified in paragraph (c)(iii), that the financial statements include (at the top of each page) a statement in the following terms:

      WARNING These financial statements have not been audited, or reviewed by an independent third party.:

    • (g) that any document containing an offer of specified equity securities includes (on the front of the document) a prominent statement in the following terms:

      NOTICE Prospective investors are advised that the company, in making this offer, relies on an exemption granted by the Securities Commission from the obligation to register a prospectus. Prospective investors should consider seeking professional advice.:

    • (h) that no allotment of any specified equity securities is made if the date of allotment would be more than 9 months after the date of the statement of financial position or interim statement of financial position referred to in paragraphs (c) or (d), as the case may be:

    • (i) that the offer of specified equity securities is made in accordance with a code of practice for the venture capital scheme:

    • (j) that the code of practice referred to in paragraph (i) is publicly available for the period between the offer of specified equity securities and the allotment of those securities:

    • (k) that, in respect of specified equity securities offered after 31 March in a calendar year, the scheme administrator has sent to the Commission a written report on the operation of the venture capital scheme for the preceding calendar year.

    (2) The condition in subclause (1)(k) applies only in respect of specified equity securities offered after 31 March 2004.

7 Exemption for specified participatory securities
  • Every scheme administrator and every specified issuer, not being a company, are exempted from sections 33(3), 37, and 37A(2) of the Act and regulation 17 of the Regulations in respect of any specified participatory securities.

8 Conditions to clause 7
  • (1) The exemption in clause 7 is subject to the following conditions:

    • (a) that the total amount raised by the specified issuer by the issue of the specified participatory securities does not exceed $5,000,000:

    • (b) that the aggregate amount of capital and reserves of, and loans made by holders of specified participatory securities to, the scheme to which the securities relate does not at any time exceed $5,000,000:

    • (c) that, before making any allotment of the specified participatory securities to a subscriber, the specified issuer has given to the subscriber a copy of the most recent financial statements of the scheme that—

      • (i) have been audited; or

      • (ii) have been reviewed by a chartered accountant in accordance with the guidelines for review engagements of the Institute of Chartered Accountants of New Zealand; or

    • (d) if the date of allotment of specified participatory securities to a subscriber would be more than 9 months after the date of the financial statements of the scheme referred to in paragraph (c), that, before making any allotment of specified participatory securities to a subscriber, the specified issuer has given to the subscriber a copy of interim financial statements of the scheme (being interim financial statements for a period that is not more than 9 months after the period to which the financial statements referred to in paragraph (c) relate and that contain information and particulars for the period to which they relate in respect of the same matters as are contained in the financial statements referred to in paragraph (c), but which need not be audited or reviewed by a chartered accountant):

    • (e) if the specified issuer provides the subscriber with financial statements of the type specified in paragraph (c)(ii), that the financial statements include (at the top of each page) a statement in the following terms:

      WARNING These financial statements have not been audited.:

    • (f) if the specified issuer provides the subscriber with financial statements of the type specified in paragraph (c)(iii), that the financial statements include (at the top of each page) a statement in the following terms:

      WARNING These financial statements have not been audited, or reviewed by an independent third party.:

    • (g) that any document containing an offer of specified participatory securities includes (on the front of the document) a prominent statement in the following terms:

      NOTICE

      Prospective investors are advised that the issuer, in making this offer, relies on an exemption granted by the Securities Commission from the obligation to register a prospectus. Prospective investors should consider seeking professional advice.:

    • (h) that no allotment of any specified participatory securities is made if the date of allotment would be more than 9 months after the date of the statement of financial position or interim statement of financial position referred to in paragraphs (c) or (d), as the case may be:

    • (i) that the offer of specified participatory securities is made in accordance with a code of practice for the venture capital scheme:

    • (j) that the code of practice referred to in paragraph (i) is publicly available for the period between the offer of the specified participatory securities and the allotment of those securities:

    • (k) that, in respect of specified participatory securities offered after 31 March in a calendar year, the scheme administrator has sent to the Commission a written report on the operation of the venture capital scheme for the preceding calendar year.

    (2) The condition in subclause (1)(k) applies only in respect of specified participatory securities offered after 31 March 2004.

9 Exemption for equity securities and participatory securities
  • Every pre-registration member, specified issuer, and scheme administrator are exempted from sections 33(1) and 33(3) of the Act and regulation 17 of the Regulations in respect of the distribution of any document that contains the following:

    • (a) a statement that the pre-registration member or specified issuer is considering making offers of securities to the public through a venture capital scheme and is seeking preliminary indications of interest from the public in subscribing for the securities:

    • (b) a statement that no money is currently being solicited and that no applications for securities will be accepted or money received unless the subscriber has received a formal offer document completed and issued in accordance with a code of practice in respect of the venture capital scheme:

    • (c) a request that indications of interest be forwarded in writing to the scheme administrator:

    • (d) a statement that no indication of interest will involve an obligation or commitment of any kind.

10 Conditions to clause 9
  • The exemption in clause 9 is subject to the following conditions:

    • (a) that any other information contained in the document must be limited to the following:

      • (i) a description of the securities intended to be offered, including a brief description of any rights or privileges to be attached to them:

      • (ii) a statement of the total number of securities to be offered:

      • (iii) a brief description of the project or venture to which the securities relate:

      • (iv) a statement as to the intended use of subscriptions:

      • (v) the terms of the intended offer:

    • (b) that the document is dated and is not distributed to any person later than 6 months after the date of the document:

    • (c) that, in the case of a pre-registration member, the member has given a written undertaking to the scheme administrator that the member will not make any further offer of securities or distribute any further advertisement relating to those securities unless that member has completed a formal offer document in accordance with a code of practice in respect of the venture capital scheme.


Schedule
Scheme administrators

cl 4(1)

  • Canterbury Development Corporation

  • Dunedin City Council Economic Development Unit

  • Enterprise Horowhenua Incorporated

  • Enterprise Northland

  • Enterprise Wanganui Incorporated

  • Enterprising Manukau

  • Gisborne District Council

  • Industrial Research Limited

  • Manukau City Council

  • Nelson City Council

  • Priority One, Tauranga

  • Rangitikei District Council

  • The Economic Development Association of New Zealand Incorporated

  • Venture Southland

  • Waitakere Enterprise Trust

  • Wellington Regional Economic Development Trust.

Dated at Wellington this 26th day of March 2003.

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

J Diplock,

Chairperson.

[LS]

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

Date of notification in Gazette: 27 March 2003.


Securities Act (Venture Capital Schemes) Exemption Notice 2008

(SR 2008/218)

Pursuant to the Securities Act 1978, the Securities Commission gives the following notice (to which is appended a statement of reasons of the Securities Commission).

1 Title
  • This notice is the Securities Act (Venture Capital Schemes) Exemption Notice 2008.

2 Commencement
  • This notice comes into force on its notification in the Gazette.

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

14 Transitional provision

Dated at Wellington this 29th day of July 2008.

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


[Seal]


C A N Beyer,
Member.


Contents

  • 1General

  • 2About this eprint

  • 3List of amendments incorporated in this eprint (most recent first)


Notes
1 General
  • This is an eprint of the Securities Act (Local Authority and Other Venture Capital Schemes) Exemption Notice 2003. It incorporates all the amendments to the Securities Act (Local Authority and Other Venture Capital Schemes) Exemption Notice 2003 as at 31 July 2008. The list of amendments at the end of these notes specifies all the amendments incorporated into this eprint since 4 September 2007. Relevant provisions of any amending enactments that contain transitional, savings, or application provisions are also included, after the Principal enactment, in chronological order.

2 About this eprint
  • This eprint has not been officialised. For more information about officialisation, please see Making online legislation official under Status of legislation on this site in the About section of this website.

3 List of amendments incorporated in this eprint (most recent first)