New Zealand Legislation: Regulations
Regulations are laws made under Acts
(1) The requirement for consent does not apply to the extent that giving effect to a transaction has any of the following effects:
(a) the acquisition by an overseas person of the securities or rights or interests in securities or property—
(i) from another member of the same group, being a group that comprises an overseas person and persons that are directly or indirectly at least 95% owned by that overseas person, as part of a reconstruction or reorganisation of that group; or
(ii) from an overseas person that directly or indirectly owns at least 95% of that overseas person:
(b) the acquisition by a company incorporated under the Companies Act 1993 of its own shares if—
(i) the acquisition does not alter the proportions in which shares in the company are held by the shareholders or the relative voting rights of the shareholders; or
(ii) the shares are acquired under sections 112 to 112C or section 118 of that Act:
(c) the acquisition by an overseas person of securities or property in an amalgamated company under an amalgamation effected under the Companies Act 1955 or the Companies Act 1993 if the overseas person has the same direct or indirect interest in or rights to the assets of that amalgamated company as that overseas person had in relation to those assets prior to the amalgamation:
(d) the acquisition by an overseas person of redeemable preference shares that are redeemable only in cash and that do not entitle the holder to exercise voting rights except if the dividend payable is in arrears:
(e) the transfer of securities or rights or interests in securities or property from a trustee to an overseas person who is a trustee of the same trust on the appointment of a new trustee or the retirement of a trustee or on the resettlement of a trust if that appointment, retirement, or resettlement does not result in the trust becoming an overseas person:
(f) the transfer by a trustee, executor, or administrator of the will or of the estate of a deceased person to an overseas person who is a beneficiary of securities or rights or interests in securities or property under that will or estate or under a trust established by that will or estate:
(g) the transfer by a trustee of a trust to an overseas person who is a beneficiary of securities or rights or interests in securities or property under that trust if—
(i) the trust is an overseas person; and
(ii) the acquisition of those securities or rights or interests in securities or property by the trust has been previously consented to under the Act; and
(iii) the transfer is not contrary to any conditions of that consent:
(h) the acquisition by an overseas person of securities or rights or interests in securities or property under an arrangement (security arrangement) that—
(i) in substance secures payment or performance of an obligation (regardless of the form of the transaction or the identity of the person who has title to the securities or rights or interests); and
(ii) is entered into by the parties in good faith and in the ordinary course of business; and
(iii) requires that the securities or rights or interests be retransferred to the original transferor or extinguished on the payment or performance of the obligation:
(i) the acquisition by an overseas person of securities or rights or interests in securities or property as a result of the overseas person enforcing a security arrangement in good faith:
(j) the reacquisition by an overseas person of securities or rights or interests in securities or property as a result of the discharge of a security arrangement:
(ja) the acquisition by an overseas person of 2 or more security arrangements to which paragraph (h) applies—
(i) that are acquired together as a portfolio or bundle; and
(ii) if the total value of consideration provided for that portfolio or bundle is $100 million or less:
(k) the acquisition of securities or rights or interests in securities or property from the investment of funds by an overseas person carrying on in New Zealand the business of life insurance if—
(i) the investment of the funds is made for the benefit of policy holders at least 75% of whom are New Zealand citizens or persons ordinarily resident in New Zealand; and
(ii) the investment is of funds held in the overseas person’s Life Insurance Fund within the meaning of section 15 of the Life Insurance Act 1908 if the overseas person carries on any other business:
(l) the acquisition of securities or rights or interests in securities or property by or on behalf of an overseas person that is the trustee of a superannuation scheme registered under the Superannuation Schemes Act 1989 from the investment of all or part of the assets of the scheme for the benefit of members at least 75% of whom are New Zealand citizens or persons ordinarily resident in New Zealand:
(m) the acquisition by an overseas person of securities or rights or interests in securities or property if—
(i) the securities or rights or interests are, or will be as a result of the acquisition, relationship property (as defined in section 8 of the Property (Relationships) Act 1976) of the overseas person and the overseas person’s spouse, civil union partner, or de facto partner; and
(ii) the overseas person’s spouse, civil union partner, or de facto partner is not an overseas person:
(n) the acquisition by an overseas person of securities or rights or interests in securities or property as a result of a division of relationship property under the Property (Relationships) Act 1976:
(o) the underwriting by an overseas person of an issue of securities if that person—
(i) is a person whose ordinary business includes entering into bona fide underwriting or subunderwriting contracts with respect to offers of securities; and
(ii) acquires the securities as a result of entering into a bona fide underwriting or subunderwriting contract in the course of that person’s ordinary business; and
(iii) holds the securities for less than 6 months; and
(iv) does not exercise any voting rights attached to those securities:
(p) the acquisition by an overseas person of securities or rights or interests in securities (the further securities) if—
(i) consent for the acquisition of securities or rights or interests in securities (the initial securities) has previously been granted to the overseas person by the relevant Minister or Ministers; and
(ii) the rights, privileges, limitations, and conditions attached to the further securities are identical to those attached to the initial securities; and
(iii) the further securities are acquired by the overseas person in 1 or more transactions, all of which are completed within 5 years of the date on which consent for the acquisition of the initial securities was granted to that person by the relevant Minister or Ministers; and
(iv) the total number of further securities acquired by the overseas person is less than 5% of the total number of initial securities acquired by that person.
(2) [Revoked]
Regulation 33(1)(a)(i): amended, on 9 July 2009, by regulation 4(1) of the Overseas Investment Amendment Regulations 2009 (SR 2009/162).
Regulation 33(1)(a)(ii): amended, on 9 July 2009, by regulation 4(2) of the Overseas Investment Amendment Regulations 2009 (SR 2009/162).
Regulation 33(1)(b)(ii): amended, on 17 September 2008, by section 13(2) of the Companies (Minority Buy-out Rights) Amendment Act 2008 (2008 No 69).
Regulation 33(1)(ja): inserted, on 9 July 2009, by regulation 4(3) of the Overseas Investment Amendment Regulations 2009 (SR 2009/162).
Regulation 33(1)(o): added, on 9 July 2009, by regulation 4(4) of the Overseas Investment Amendment Regulations 2009 (SR 2009/162).
Regulation 33(1)(p): added, on 9 July 2009, by regulation 4(4) of the Overseas Investment Amendment Regulations 2009 (SR 2009/162).
Regulation 33(2): revoked, on 9 July 2009, by regulation 4(5) of the Overseas Investment Amendment Regulations 2009 (SR 2009/162).