New Zealand Legislation: Regulations

5 Exemption for overseas quoted securities exchanged for other overseas quoted securities

• Each overseas company, every holder of securities previously allotted by an overseas company, and every person acting on behalf of any or all of them are exempted in relation to the demerger scheme from sections 33(2), 33(3), 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of any securities of which that overseas company is the issuer if—

  • (a) 1 or more of the following apply:

    • (i) the securities are quotation securities; or

    • (ii) as part of the demerger scheme, the securities will be cancelled, and in consideration of that cancellation, their former holders will be issued securities of a class that is quoted on a specified exchange; or

    • (iii) as part of the demerger scheme, the securities will be reclassified as securities in relation to which an application will be made for quotation on a specified exchange; and

  • (b) the securities are offered as the whole or part of the consideration for the acquisition or cancellation of all or any of the securities of which another overseas company is the issuer; and

  • (c) the securities of which that other overseas company is the issuer—

    • (i) are quotation securities; or

    • (ii) were issued as part of the demerger scheme, are not quoted on a specified exchange, and are not transferable.