Dated at Wellington this 24th day of August 2004.
The Common Seal of the Securities Commission was affixed in the presence of:
Statement of reasons
Note: The following statement of reasons should be read in conjunction with the statement(s) of reasons appended to:
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: