The purpose of regulations 5 to 10 is to—

• (a) prescribe, for the purposes of the criterion in section 16(1)(f) of the Act, the procedure for offering the farm land or the securities to which the overseas investment relates (farm land securities) for acquisition on the open market to persons who are not overseas persons; and

• (b) ensure that persons who are not overseas persons but who wish to acquire the farm land or farm land securities have reasonable notice that they are available for acquisition.

For the purposes of section 16(1)(f) of the Act, the farm land or farm land securities must be—

• (a) offered for acquisition on the open market, to persons who are not overseas persons, in accordance with regulations 6 to 8; and

• (b) available on the open market for the minimum period required by regulation 9; and

• (c) advertised within the period required by regulation 10.

The owner must advertise that the farm land or the farm land securities are available for acquisition.

The advertisement under regulation 6 must—

• (a) contain a general description of the relevant land; and

• (b) contain a statement that says that—

  • (i) the farm land or the farm land securities are available for acquisition; and

  • (ii) offers are sought from potential purchasers; and

• (c) state the contact details of the owner.

The advertisement under regulation 6 must be published—

• (a) in any medium that is—

  • (i) in the list set out in Schedule 1 (or another medium that is generally used for advertising land for acquisition on the open market); and

  • (ii) generally available to persons in the district in which the relevant land is located; and

• (b) in accordance with the minimum requirements set out in Schedule 1 for that particular medium (or, if another medium is used, in accordance with the general practice for advertising land for acquisition on the open market in that medium).

(1) The farm land or the farm land securities must be available for acquisition on the open market—

• (a) for at least 20 working days after an advertisement is first placed under regulation 6; or

• (b) for a longer period, if the advertisement under regulation 6 has stated or implied that offers will be accepted for that longer period.

(2) However, the owner may accept an offer for the farm land or the farm land securities before the end of the period referred to in subclause (1)(a) or (b) from a person who is not an overseas person.

The advertisement under regulation 6 must be published within the period of 12 months that precedes the earlier of the following dates:

• (a) the date on which an application for consent to the relevant overseas investment transaction is made; or

• (b) the date on which the relevant overseas investment transaction that requires consent (or will require consent before it is given effect) is given effect to.

To avoid doubt, regulations 5 to 10 do not require any person to—

• (a) unconditionally offer the farm land or the farm land securities under any transaction; or

• (b) enter into any transaction for the farm land or the farm land securities.

For the purposes of section 17(2)(f) of the Act, the foreshore, seabed, riverbed, or lakebed (special land) must be offered to the Crown (acting by and through the relevant Ministers) for acquisition in accordance with regulations 13 to 27.

The owner must give written notice to the relevant Ministers and the regulator if—

• (a) the owner intends to give effect to an overseas investment transaction in respect of any relevant land; and

• (b) the relevant land is or includes special land.

A notice under regulation 13 must—

• (a) state that the relevant land is or includes special land; and

• (b) contain a legal description of the relevant land, including a copy of its certificate of title (if it has one); and

• (c) provide the postal address of the relevant land or, if the relevant land does not have a postal address, a narrative or diagrammatic description of the relevant land that contains sufficient information for a person who was not previously familiar with the land to locate and inspect—

  • (i) the relevant land:

  • (ii) the special land; and

• (d) state the proposed consideration for the relevant overseas investment transaction; and

• (e) state all the other terms and conditions of the relevant overseas investment transaction; and

• (f) if possible, identify the area of the relevant land that is special land; and

• (g) state—

  • (i) whether the special land needs to be surveyed before its market value can be determined and before it can be acquired by the Crown; or

  • (ii) whether the special land has previously been surveyed; and

• (h) if paragraph (g)(ii) applies, be accompanied by a copy of the plan of survey of the special land (if a copy of the plan is available); and

• (i) state the owner’s intention to offer to the Crown the right to acquire the special land; and

• (j) state the contact details of the owner.

(1) The relevant Ministers may give written notice to the owner at any time that the Crown waives its right to acquire the special land.

(2) If a notice under subclause (1) is given, the factor set out in section 17(2)(f) of the Act must be taken to have been complied with in respect of the relevant overseas investment.

(3) To avoid doubt, a notice under subclause (1) may be given—

• (a) at the outset, after the notice under regulation 13 has been given; or

• (b) at any other time until an agreement (if any at all) is entered into between the Crown and the owner for the acquisition by the Crown of the special land.

(1) This regulation applies if, after the notice under regulation 13 is given, the relevant Ministers decide not to give the notice under regulation 15 that the Crown waives its right to acquire the special land.

(2) The relevant Ministers may give written notice to the owner that the Crown wishes to have the market value of the special land determined by a public valuer if—

• (a) the notice under regulation 13 states that the special land has previously been surveyed and a copy of the plan of survey is available; or

• (b) subclause (3) applies and the special land has been surveyed in accordance with that subclause.

(3) If the notice under regulation 13 states that the special land needs to be surveyed, the relevant Ministers must arrange for a survey of the special land to be carried out to the standard appropriate for determining—

• (a) the market value of the special land; and

• (b) whether the Crown would want to acquire that land.

(4) The Crown must meet—

• (a) the costs of the survey of the special land referred to in subclause (3) and of any subsequent surveys of the special land that may be required for the purpose set out in that subclause; and

• (b) any other incidental costs or expenses relating to those surveys.

(1) If a notice under regulation 16(2) is given, the relevant Ministers and the owner must, within 20 working days after the date of the notice, appoint a public valuer to determine the market value of the special land.

(2) If the relevant Ministers and the owner cannot agree on the public valuer to be appointed under subclause (1), then each party must, within 30 working days after the date of the notice given under regulation 16(2), appoint a public valuer to determine jointly the market value of the special land.

(3) The public valuer or valuers, as the case may be, must determine the market value of the special land within 20 working days of being appointed or, if the public valuers were appointed on different dates, within 20 working days of the second public valuer being appointed.

(4) If 2 public valuers have been appointed and they cannot agree on the market value of the special land within the time specified in subclause (3), they must appoint another public valuer to determine that value.

(5) If the valuers cannot agree on the public valuer to be appointed under subclause (4), then either the relevant Ministers or the owner may request the President of the New Zealand Institute of Valuers to appoint a public valuer to determine the market value of the special land.

The costs of a public valuer appointed under regulation 17 must be met as follows:

• (a) if the public valuer is appointed jointly by the relevant Ministers and the owner, the costs must be met equally by the Crown and the owner:

• (b) if the public valuer is appointed by the relevant Ministers or the owner, the costs must be met by the Crown or the owner, as the case may be:

• (c) if the public valuer is appointed under regulation 17(4) or (5), the costs must be met as determined by that public valuer.

(1) The appointment of a public valuer under regulation 17(4) or (5) is not to be regarded as a submission to arbitration or an arbitration agreement.

(2) A public valuer appointed under regulation 17(4) or (5) is not to be regarded as an arbitrator, and the Arbitration Act 1996 does not apply in respect of the determination of the market value of the special land by that public valuer.

If only part of the relevant land is special land and that part is of a size, shape, or nature for which there is no general demand or market, the public valuer or public valuers, as the case may be, may—

• (a) determine the market value of the whole of the relevant land; and

• (b) use that value as a basis for determining the market value of the special land.

As soon as practicable after determining the market value of the special land, the public valuer or public valuers, as the case may be, must give written notice of that market value to the relevant Ministers and the owner.

(1) As soon as practicable after receiving notice of the market value of the special land under regulation 21, the relevant Ministers and the owner must negotiate in good faith to attempt to conclude an agreement in principle to the terms and conditions of the acquisition by the Crown of the special land.

(2) Despite subclause (1), the agreement in principle must provide that the consideration for the acquisition by the Crown of the special land must be equal to, or less than, the market value of that land specified in the notice under regulation 21.

(3) If the relevant Ministers consider that the market value of the special land is negligible, the relevant Ministers may negotiate the agreement in principle to provide that, subject to consent being given to the relevant overseas investment transaction, the Crown is to acquire the special land for no consideration.

(4) If the relevant Ministers and the owner conclude the agreement in principle, the owner must offer to the Crown the right to acquire the special land for the consideration and on the terms and conditions stated in that agreement.

(5) The offer under subclause (4)—

• (a) must be made in writing; and

• (b) must be given to the relevant Ministers.

If the owner makes the offer under regulation 22, the factor set out in section 17(2)(f) of the Act must be taken to have been complied with in respect of the relevant overseas investment.

(1) The relevant Ministers must decide whether to take either of the actions specified in subclause (2) within 30 working days after the date on which the offer under regulation 22 is made.

(2) The actions are—

• (a) to accept the offer for the consideration, and on the terms and conditions, stated or referred to in the offer; or

• (b) to waive the Crown’s right to acquire the special land in accordance with regulation 15.

An agreement between the Crown and the owner for the acquisition by the Crown of the special land must be conditional on—

• (a) consent being granted to the relevant overseas investment; and

• (b) the overseas investment transaction being given effect to.

(1) This regulation applies if there is a material change to the terms and conditions of the relevant overseas investment transaction after—

• (a) the notice under regulation 13 is given; or

• (b) the offer under regulation 22 is made.

(2) If this regulation applies, the provisions of regulations 12 to 25 and of this regulation apply (with all necessary modifications) in respect of the special land as if those provisions had not yet been applied or had not been complied with.

The other factors that are referred to in section 17(2)(g) of the Act for assessing whether an overseas investment in sensitive land will, or is likely to, benefit New Zealand are as follows:

• (a) whether the overseas investment will, or is likely to, result in other consequential benefits to New Zealand (whether tangible or intangible benefits (such as, for example, additional investments in New Zealand or sponsorship of community projects)):

• (b) whether the relevant overseas person is a key person in a key industry of a country with which New Zealand will, or is likely to, benefit from having improved relations:

• (c) whether refusing the application for consent will, or is likely to,—

  • (i) adversely affect New Zealand’s image overseas or its trade or international relations:

  • (ii) result in New Zealand breaching any of its international obligations:

• (d) whether granting the application for consent will, or is likely to, result in the owner of the relevant land undertaking other significant investment in New Zealand:

• (e) whether the relevant overseas person has previously undertaken investments that have been, or are, of benefit to New Zealand:

• (f) whether the overseas investment will, or is likely to, give effect to or advance a significant Government policy or strategy:

• (g) whether the overseas investment will, or is likely to, enhance the ongoing viability of other overseas investments undertaken by the relevant overseas person:

• (h) whether the overseas investment will, or is likely to, assist New Zealand to maintain New Zealand control of strategically important infrastructure on sensitive land.

(1) The fees and charges set out in Schedule 2 are payable to the regulator for the matters to which they relate.

(2) The fees and charges are inclusive of goods and services tax.

A fee or charge that is payable under regulation 29 must be paid on the making of an application or a request, as the case may be.

For the purposes of section 52 of the Act, the administrative penalty that the regulator may require a person to pay if the person files, provides, or produces a document required by or under the Act, these regulations, or a condition of a consent or of an exemption with the regulator after the time when the document must be filed, provided, or produced is $500.

(1) For the purposes of section 53 of the Act, the administrative penalty that the regulator may require an applicant for a retrospective consent to pay is an amount that is not more than $20,000.

(2) In determining the amount of the administrative penalty under subclause (1), the regulator must consider whether requiring the applicant to pay that amount would be unduly harsh or oppressive given—

• (a) the value of the consideration for the asset that was acquired under the relevant overseas investment transaction; or

• (b) the nature of, and the reasons for, the retrospective consent.

(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]

(1) Every specified person is exempt from the requirement for consent provisions of the Act.

(2) The exemption under subclause (1) also applies to a specified person if—

• (a) the exemption does not apply under that subclause only because 1 or more persons (which may include the specified person) are incorporated outside New Zealand; and

• (b) each of those persons incorporated outside New Zealand is directly or indirectly wholly-owned by a person listed in Schedule 3 or Schedule 4.

(3) However, the exemption under subclause (1) does not apply to a specified person if 1 person listed in Schedule 3 has 25% control, or 2 or more overseas persons (including persons listed in Schedule 3, but not persons listed in Schedule 4) have cumulatively 75% control, of the specified person by having (directly or indirectly)—

• (a) a beneficial entitlement to, or a beneficial interest in, 25% or more or 75% or more (as the case may be) of the specified securities of the specified person; or

• (b) the right to exercise or control the exercise of 25% or more or 75% or more (as the case may be) of the voting power at a meeting of the specified person; or

• (c) the right to appoint or control the appointment of 25% or more or 75% or more (as the case may be) of the board of directors (or other persons or body exercising powers of management, however described) of the specified person.

Every person listed in Schedule 4 is exempted from the requirement for consent provisions of the Act.

(1) Every person is exempted from the requirement for consent provisions of the Act for a transaction if, for a transaction that will have a result specified in section 12(b) of the Act, every overseas person to which section 12(b) applies will become a person that is exempted from the requirement for consent provisions of the Act by regulation 34 or regulation 35.

(2) Every person is exempted from the requirement for consent provisions of the Act for a transaction that will have a result specified in section 13(1) of the Act if every overseas person to which section 13(1) applies is exempted from the requirement for consent provisions of the Act by regulation 34 or regulation 35.

(1) The relevant Minister or Ministers may, on application in accordance with regulation 38, exempt any transaction, person, interest, right, or assets, or class of transactions, persons, interests, rights, or assets from the requirement for consent or from the definition of overseas person or associate or associated land.

(2) The relevant Minister or Ministers may grant an exemption under subclause (1) subject to any terms and conditions that the relevant Minister or Ministers think fit.

(3) An exemption under subclause (1) may at any time be amended or revoked.

(1) An application for an exemption under regulation 37(1) must—

• (a) be in writing; and

• (b) be signed by each applicant; and

• (c) contain an explanation of why the exemption is required.

(2) The explanation referred to in subclause (1)(c) may state, for example, that the transaction to which the application for exemption relates is similar to other exemptions that have already been granted.

(1) The relevant Minister or Ministers may give notice of the exercise of any powers under the Act or these regulations.

(2) A notice under subclause (1) may be given—

• (a) in the Gazette:

• (b) to a particular person.

(3) Every person is bound by a notice given under subclause (1).

(4) A notice under subclause (1) may at any time be amended or revoked.

(1) A notice or other document required to be served on, or given to, any person under the Act or these regulations is sufficiently served if it is—

• (a) delivered personally to the person; or

• (b) delivered to the person at the person’s usual or last known place of residence or business; or

• (c) sent by fax or email to the person’s fax number or email address; or

• (d) posted in a letter addressed to the person at the person’s usual or last known place of residence or business.

(2) If a notice or other document is to be served on a body (whether incorporated or not), service on an officer of the body in accordance with subclause (1) is taken to be service on the body.

(3) If a notice or other document is to be served on a partnership, service on any one of the partners in accordance with subclause (1) is taken to be service on the partnership.

(4) A notice or other document sent by post to a person in accordance with subclause (1)(d) must be treated as having been received by that person at the time at which the letter would have been delivered in the ordinary course of post.