Securities Act (Crown Wholesale Debt Securities) Exemption Notice 2004

Reprint
as at 28 August 2009

Crest

Securities Act (Crown Wholesale Debt Securities) Exemption Notice 2004

(SR 2004/264)

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 (to which is appended a statement of reasons of the Securities Commission).

Notice

1 Title

  • This notice is the Securities Act (Crown Wholesale Debt Securities) Exemption Notice 2004.

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 August 2014.

    Clause 3: amended, on 28 August 2009, by clause 4 of the Securities Act (Crown Wholesale Debt Securities) Exemption Amendment Notice 2009 (SR 2009/224).

4 Interpretation

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

    Act means the Securities Act 1978

    offeror means any offeror of specified securities other than the Crown

    Regulations means the Securities Regulations 1983

    specified securities means any debt securities—

    • (b) in relation to which the only original allotter is the Crown; and

    • (c) whose terms specify that the obligation to repay principal or interest, or both, is the sole responsibility of the Crown.

    (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 from regulation 7A(1) of Regulations

  • The Crown, every offeror, and every person acting on behalf of either or both of them are exempted from regulation 7A(1) of the Regulations to the extent that that regulation requires an investment statement relating to the specified securities to contain information about any offeror who is an issuer of those securities.

6 Conditions of exemption in clause 5

  • The exemption in clause 5 is subject to the conditions that—

    • (a) a subscriber for specified securities receives, before subscribing for the securities, the name and address of the offeror of the securities; and

    • (b) the investment statement for the specified securities contains—

      • (i) a statement to the effect that the name and address of the offeror are to be provided to each prospective subscriber before he or she subscribes for the securities; and

      • (ii) a description of the effect of the exemption in clause 5; and

      • (iii) a statement to the effect that the offeror is an issuer of the securities and has obligations as an issuer under the Act and the Regulations.

7 Exemption from clause 5(1)(b) of Schedule 3D of Regulations

  • The Crown, every offeror, and every person acting on behalf of either or both of them are exempted from clause 5(1)(b) of Schedule 3D of the Regulations in respect of any specified securities.

8 Conditions of exemption in clause 7

  • The exemption in clause 7 is subject to the conditions that—

    • (a) a subscriber for specified securities receives, before subscribing for the securities, details of the person to whom, and the place at which, payments for the securities are to be or may be made; and

    • (b) the investment statement for the specified securities contains a statement to the effect that details of the person to whom, and the place at which, payments for the securities are to be or may be made, are to be provided to each prospective subscriber before he or she subscribes for the securities.

Dated at Wellington this 24th day of August 2004.

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

[Seal]

J Diplock,
Chairperson.

Statement of reasons

Note: The following statement of reasons should be read in conjunction with the statement(s) of reasons appended to the:

This notice comes into force on the day after the date of its notification in the Gazette and expires on 31 August 2009. It exempts the Crown and certain other offerors of specified debt securities, subject to conditions, from regulation 7A(1) and clause 5(1)(b) of Schedule 3D of the Securities Regulations 1983. These provisions relate to the content of investment statements.

The effect of the exemptions is that—

  • investment statements for the offers of the debt securities to the public will contain information about the Crown as the issuer of the securities, but will not be required to also contain information about the wholesale investors who are offerors of the securities; and

  • before subscription for the debt securities, investors will be provided with information about the name and contact details of the offeror, and details about where and to whom payments are to be made. The investment statement will contain a statement to the effect that this information will be provided to investors prior to subscription.

The Securities Commission considers that it is appropriate to grant the exemptions because—

  • where Part 2 of the Securities Act 1978 applies to an offer of previously allotted securities to the public, both the person offering the securities and the original allotter of the securities have a responsibility for the offer as issuers. In this case, the more relevant information for disclosure to investors is about the Crown. Information about the wholesale investors (being the persons offering the securities) as issuers may not be useful to the retail investors and may also be confusing. The conditions of the exemption from regulation 7A(1) of the Securities Regulations 1983 require potential investors to be advised that the offerors remain legally responsible as issuers:

  • the investment statements for the offers of debt securities to the public made by the wholesale investors are prepared by the Crown. The exemptions in this notice recognise that certain information relating to the wholesale investors is not available to the Crown at the time the investment statement is prepared. The exemptions enable information to be given to investors in a form other than the investment statement, so long as it is given prior to subscription.

Note: The preceding statement of reasons should be read in conjunction with the statement(s) of reasons appended to the:

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

Date of notification in Gazette: 26 August 2004.

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 (Crown Wholesale Debt Securities) Exemption Notice 2004. The reprint incorporates all the amendments to the notice as at 28 August 2009, 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/legislation/reprints.shtml or Part 8 of the Tables of 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)