Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2005

  • expired
  • Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2005: expired, on 1 April 2010, by clause 3.

Reprint
as at 1 April 2010

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Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2005

(SR 2005/85)

  • Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2005: expired, on 1 April 2010, 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 (to which is appended a statement of reasons of the Securities Commission).

Notice

1 Title
  • This notice is the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2005.

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 March 2010.

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

    ABN Equity means ABN AMRO Equity Derivatives New Zealand Limited

    Act means the Securities Act 1978

    guarantor means ABN AMRO Bank N.V., a registered bank under the Reserve Bank of New Zealand Act 1989

    holder means the holder of a rolling instalment

    loan means the loan made by ABN Equity to holders in order to purchase the underlying equity securities

    NZX means the principal equity securities market operated by New Zealand Exchange Limited

    Regulations means the Securities Regulations 1983

    related company has the same meaning as in section 2(3) of the Companies Act 1993

    rolling instalment means an equity security issued by ABN Equity and offered to the public for subscription—

    • (a) under which the holder has the right to acquire, and ABN Equity must deliver at the option of the holder, underlying equity securities; and

    • (b) under which the holder has a beneficial interest in, and the right to receive distributions under, the underlying equity securities; and

    • (c) in respect of which ABN Equity has been approved by New Zealand Exchange Limited as a warrant issuer; and

    • (d) in respect of which application has been made for quotation on the NZX

    trustee means ABNED Nominees New Zealand Limited

    underlying equity securities, in relation to a rolling instalment, means equity securities that, at the time of the offer of the rolling instalment, belong to a class of securities that is quoted on the NZX and in respect of which the holder has or will acquire a right or interest upon exercise of the rolling instalment.

    (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 3(1) of Regulations
  • ABN Equity and every person acting on its behalf are exempted from regulation 3(1) of the Regulations in respect of the rolling instalments.

    Clause 5 heading: amended, on 31 March 2008, by clause 4 of the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment Notice 2008 (SR 2008/78).

6 Conditions of exemption in clause 5
  • (1) The exemption in clause 5 is subject to the conditions that—

    • (a) ABN Equity has complied, at the time of the offer of the rolling instalments, with all of the requirements of New Zealand Exchange Limited with which it must comply at that time relating to its application for quotation of the rolling instalments on the NZX; and

    • (b) [Revoked]

    • (c) all of the underlying equity securities are quoted on the NZX; and

    • (d) the trustee has been appointed as the trustee in respect of the rolling instalments, and both ABN Equity and the trustee have signed a trust deed relating to the rolling instalments; and

    • (e) the trust deed referred to in paragraph (d) provides that the trustee must hold a number of underlying equity securities (being no less than the number required to enable ABN Equity to meet its obligation to deliver securities under the rolling instalments) throughout the term of the rolling instalments; and

    • (f) the trust deed referred to in paragraph (d) provides that the trustee must hold the securities referred to in paragraph (e) for the exclusive benefit of the holders, except to the extent that the security interest described in paragraph (g) allows otherwise; and

    • (g) the trust deed referred to in paragraph (d) prevents ABN Equity or any other person, except the trustee and the holders, from exercising control over the transfer or disposal of the underlying equity securities, or having a charge over the assets of the trust, other than—

      • (i) as security for the loan; or

      • (ii) on enforcement of the security for the loan; and

    • (h) ABN Equity is not a related company of any issuer of the underlying equity securities.

    (2) The exemption in clause 5 is subject to the conditions that the registered prospectus relating to the rolling instalments—

    • (b) contains a statement that prospective investors should make their own enquiries regarding the issuers of the underlying equity securities; and

    • (c) contains a summary of the principal terms of the trust deed referred to in subclause (1)(d); and

    • (d) contains a brief description of the principles and procedures used to calculate the subscription price of the rolling instalments; and

    • (e) contains a brief summary of the consequences of a lapse or expiry of a rolling instalment, including the circumstances in which a lapse or expiry may occur; and

    • (f) contains a description of any formula for determining the amount payable in respect of rolling instalments that have lapsed or expired; and

    • (g) states prominently that each issuer of the underlying equity securities is a company listed on the NZX whose financial statements are expected to be readily available from the relevant issuer, a member of the NZX, and the Registrar of Companies; and

    • (h) states that it is a term of the offer that ABN Equity will, within 5 working days of receiving each request of a holder to do so, send, or cause to be sent, without fee, to that holder, a copy of the guarantor's most recent financial statements that comply with the Financial Reporting Act 1993.

    Clause 6 heading: amended, on 31 March 2008, by clause 5(1) of the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment Notice 2008 (SR 2008/78).

    Clause 6(1)(b): revoked, on 31 March 2008, by clause 5(2) of the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment Notice 2008 (SR 2008/78).

    Clause 6(2)(a): amended, on 31 March 2008, by clause 5(3)(a) of the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment Notice 2008 (SR 2008/78).

    Clause 6(2)(a): amended, on 31 March 2008, by clause 5(3)(b) of the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment Notice 2008 (SR 2008/78).

7 Exemption from section 37A(1)(c) of Act
  • ABN Equity and every person acting on its behalf are exempted from section 37A(1)(c) of the Act in respect of the rolling instalments.

    Clause 7: added, on 31 March 2008, by clause 6 of the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment Notice 2008 (SR 2008/78).

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

    • (a) no allotment of rolling instalments may be made under a registered prospectus if the date of allotment would be more than 18 months after the date of the registered prospectus; and

    • (b) any registered prospectus relating to the rolling instalments contains a prominent statement to the effect that if information or a statement in the registered prospectus becomes false or misleading in any material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances, the registered prospectus will be immediately withdrawn or amended; and

    • (c) any registered prospectus relating to the rolling instalments contains a prominent statement to the effect that ABN Equity will lodge certificates with the Registrar that (in each case)—

      • (i) relate to the current registered prospectus relating to the rolling instalments; and

      • (ii) are signed on behalf of ABN Equity by at least 2 directors of ABN Equity; and

      • (iii) are dated not more than 6 months after either the date of the current registered prospectus relating to the rolling instalments or the date of the last certificate lodged with the Registrar in relation to that current registered prospectus (whichever is the later); and

      • (iv) state that, in the opinion of the directors of ABN Equity, after making due enquiry, the current registered prospectus relating to the rolling instalments is not, at the date of the certificate, false or misleading in any material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances; and

      • (v) state that, except to the extent permitted by exemptions granted by the Securities Commission in respect of the rolling instalments, the information contained in the current registered prospectus relating to the rolling instalments complies with Schedule 1 of the Regulations.

    Clause 8: added, on 31 March 2008, by clause 6 of the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment Notice 2008 (SR 2008/78).

Dated at Wellington this 4th day of April 2005.

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

[Seal]

M Chen,
Member.


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, which comes into force on the day after its notification in the Gazette and expires on 31 March 2010, exempts ABN AMRO Equity Derivatives New Zealand Limited, subject to conditions, from certain prospectus requirements of the Securities Regulations 1983 in respect of certain securities called rolling instalments.

The Securities Commission considers that it is appropriate to grant the exemption because the exemption is consistent with Commission policy. In particular—

  • it is consistent with the policy of the Securities Act (Equity Warrant Issuers) Exemption Notice 2002, which is appropriate as rolling instalments are similar to equity warrants. Exemption policy in this area recognises that the disclosure requirements in the schedules of the Securities Regulations 1983 are not always well suited to securities of this nature; and

  • it is consistent with exemption policy in cases where returns on the securities offered are dependent upon the performance of securities issued by a third party, and not on the performance of the offeror of the securities to which the exemption relates. In these circumstances, much of the information that would otherwise be required about the offeror as issuer is likely to be irrelevant and potentially confusing for prospective investors.

The exemption will allow ABN AMRO Equity Derivatives New Zealand Limited to offer rolling instalments to the public under a registered prospectus that contains information tailored to suit the nature of the product, which is intended to result in investors receiving information that is more relevant and useful than some of the information that would be required to be disclosed if the exemption were not granted.

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: 7 April 2005.


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 (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2005. The reprint incorporates all the amendments to the notice as at 1 April 2010, 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)