New Zealand Legislation: Regulations
Regulations are laws made under Acts
Add to web feed 2007/392
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).
5 Exemption from sections 33(2), 37, 51, 52, 54, and 54B(3) of Act
6 Condition of exemption in clause 5
This notice is the Securities Act (World Bank) Exemption Notice 2007.
This notice comes into force on the day after the date of its notification in the Gazette.
This notice expires on the close of 30 December 2012.
(1) In this notice, unless the context otherwise requires,—
Act means the Securities Act 1978
bonds means debt securities issued under the World Bank's global debt issuance facility or under any successor to that facility
offer documents means the World Bank's deed poll and most recent prospectus, pricing supplement, and information statement
Regulations means the Securities Regulations 1983
World Bank means the International Bank for Reconstruction and Development of which the New Zealand Government is a member under the International Finance Agreements Act 1961.
(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.
The exemption in clause 5 is subject to the condition that the investment statement that relates to the bonds—
(a) contains a statement to the effect that copies of the offer documents are available on request, without fee, from Computershare Investor Services Limited; and
(b) sets out how copies of the various offer documents may otherwise be obtained, whether from a specified Internet or intranet site operated by or on behalf of the issuer or otherwise.
The World Bank and every other person who distributes an investment statement or other advertisement to the public relating to the bonds are exempted from regulation 17 of the Regulations in respect of the distribution of that advertisement.
(1) The exemption in clause 7 is subject to the condition that the World Bank, at the time that the advertisement is distributed to the public, has completed a certificate relating to the advertisement that complies with subclause (2).
(2) The certificate must be in the form set out in Schedule 4 of the Regulations and must be signed by 2 persons, being—
(a) directors of the World Bank; or
(b) executive officers of the World Bank authorised by the directors of the World Bank to sign those certificates; or
(c) a director of the World Bank and an executive officer of the World Bank authorised by the directors of the World Bank to sign those certificates.
(3) The exemption in clause 7 is subject to the further condition that the World Bank holds the certificate for at least 12 months from the date of the last distribution of the advertisement to which it relates.
Dated at Wellington this 17th day of December 2007.
The Common Seal of the Securities Commission was affixed in the presence of:
[Seal]
J Diplock,
Chairperson.
This notice comes into force on the day after its notification in the Gazette and expires on 30 December 2012.
The notice exempts the World Bank from sections 33(2), 37, 51, 52, 54, and 54B(3) of the Securities Act 1978 and from regulation 17 of the Securities Regulations 1983 in relation to debt securities issued by the World Bank.
The Securities Commission considers that the exemptions are appropriate for the following reasons:
the offer documents (which are the most recent prospectus issued in accordance with United States federal law, the most recent World Bank information statement that includes the World Bank's audited annual financial statements, and a deed poll) will be made available on request to investors and prospective investors in New Zealand. These offer documents disclose relevant information (financial and otherwise) about the World Bank and the World Bank's offer of the relevant debt securities. This information, together with the investment statement provided under New Zealand law, will enable New Zealand investors to make an informed investment decision:
the exemption from the requirement in regulation 17 of the Securities Regulations 1983 that directors must personally complete a certificate in respect of an advertisement is granted in recognition of the unique organisational structure of the World Bank under which the directors are located in different parts of the world. In these circumstances, it would be impractical and difficult to require 2 directors to complete the certificate. The conditions to which the exemption is subject require that the certificate be signed by 2 directors, or by 1 director and an executive officer authorised by the directors, or by 2 executive officers authorised by the directors:
in these circumstances, the cost of full compliance with the Securities Act 1978 and Securities Regulations 1983 would outweigh any additional benefit such disclosure would provide.
Date of notification in Gazette: 20 December 2007.
This notice is administered by the Securities Commission.
Add to web feed