Dated at Wellington this 26th day of April 2005.
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 the:
This notice comes into force on 1 May 2005 and expires on 30 April 2010.
The notice replaces the Securities Act (French Issuers Employee Share Purchase Schemes) Exemption Notice (No 2) 2000.
The notice applies to employee share purchase schemes under which shares in a French issuer or units in a mutual fund are offered to employees or directors of the French issuer or of its subsidiaries. The notice exempts French issuers and managers of the mutual funds from sections 33(3), 37, 37A, 38A, and 51 to 54B of the Securities Act 1978 and from the Securities Regulations 1983 (except regulation 8). The effect of the notice is to exempt French issuers and managers of the funds from—
the prospectus and investment statement requirements of the Act, but not the requirement for offers to be made in an authorised advertisement:
in the case of units in a mutual fund, the obligation on issuers to appoint a statutory supervisor and enter into a deed of participation:
the obligations imposed by the Act on issuers in relation to securities registers, accounting records, and auditing:
the requirement to issue security certificates:
the mandatory and request disclosure requirements of the Act.
The conditions of this notice have been aligned with the conditions in the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 (the OESPS Exemption Notice). The main changes to the conditions are—
to enable electronic disclosure of annual reports, financial statements, rules of the employee share purchase scheme, and terms of the offer in New Zealand:
to require specified securities to be offered, or to have been offered, under the employee share purchase scheme in France as well as in New Zealand:
to require the French issuer to provide an annual report to the Securities Commission on each employee share purchase scheme. This condition will, however, only apply to securities offered after 31 March 2006.
The Securities Commission considers that it is appropriate to grant the exemptions because—
the situation of employee share purchase schemes established by French issuers is similar to that covered by the OESPS Exemption Notice. That exemption recognises that issuers incorporated under the laws of certain jurisdictions, and whose shares are listed on an exchange in certain jurisdictions, are already subject to an appropriate level of regulation in respect of offers of shares to employees. In addition, the cost of producing a prospectus and investment statement to comply with New Zealand law may preclude offers being made to New Zealand employees by French issuers; and
some French issuers are unable to comply with the OESPS Exemption Notice. This is because the offers involve a particular vehicle for offering securities to employees, known as a Fonds Commun de Placement d'Enterprise, that is not covered by that notice. However, the Commission is satisfied that the policy of the OESPS Exemption Notice should apply in this case; and
the conditions of the exemptions are consistent with those in the OESPS Exemption Notice.
Note: The preceding statement of reasons should be read in conjunction with the statement(s) of reasons appended to the: