Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2008

2008/46

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Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2008

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 (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2008.

2 Commencement
  • This notice comes into force on the day after the date of its notification in the Gazette.

4 Interpretation
  • Clause 4(1) is amended by inserting the following definition in its appropriate alphabetical order:

    parallel scheme has the meaning set out in clause 9(2).

5 New clause 9 substituted
  • Clause 9 is revoked and the following clause substituted:

    9 Condition of exemption for specified securities that they are offered in overseas jurisdiction
    • (1) The exemption in clause 5 is subject to the further condition that, at the time of the offer, specified securities—

      • (a) are also offered, or have previously been offered, under the employee share purchase scheme in the jurisdiction in which the scheme is established; or

      • (b) are also offered under a parallel scheme in the jurisdiction in which the employee share purchase scheme is established.

      (2) In this clause, parallel scheme means a scheme—

      • (a) under which eligible persons may acquire specified securities; and

      • (b) that is established under the laws of the jurisdiction in which the exempt overseas issuer is incorporated or listed; and

      • (c) the terms of which are substantially the same as those of the employee share purchase scheme except to the extent that variations are necessary or desirable to comply with, or to take into account, the laws of the jurisdictions in which specified securities are offered (whether under the parallel scheme or the employee share purchase scheme).

Dated at Wellington this 26th day of February 2008.

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

[Seal]


J Diplock,
Chairperson.

Statement of reasons

This notice, which comes into force on the day after the date of its notification in the Gazette, amends the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 (the principal notice).

The principal notice contains a condition requiring the specified securities offered in New Zealand under the employee share purchase scheme in accordance with the notice to also be offered under the scheme in the overseas jurisdiction in which the scheme is established. This notice modifies this requirement by allowing instead for the securities to be offered in the overseas jurisdiction under a parallel scheme that has substantially the same terms.

The Securities Commission considers that it is appropriate to make the amendments because—

  • the principal notice recognises that the costs of producing a prospectus and investment statement to comply with New Zealand law may preclude offers being made to New Zealand employees by overseas issuers. Amending the conditions of the exemption to allow securities to be offered in the overseas jurisdiction under a parallel scheme is consistent with the objective of reducing compliance costs for overseas employee share purchase schemes; and

  • the conditions of the exemption require the parallel scheme to be established in accordance with the laws of the jurisdiction in which the overseas issuer is incorporated or listed; and

  • the conditions of the exemption ensure that the offer of securities to New Zealand employees under an employee share purchase scheme is substantially the same as the offer by the overseas issuer to its employees in the jurisdiction in which the employee share purchase scheme is established (except to the extent that variations are necessary or desirable to cater for the laws of the jurisdictions in which the securities are offered).


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 28 February 2008.

This notice is administered by the Securities Commission.