New Zealand Legislation: Regulations
Regulations are laws made under Acts
This notice comes into force on the day after its notification in the Gazette and expires on 31 March 2009.
The notice relates to the overseas companies Cadbury plc, Cadbury Schweppes Public Limited Company, and Dr Pepper Snapple Group, Inc. (the overseas companies). The notice exempts the overseas companies (subject to conditions) from section 33(2), 33(3), 37, 37A, 38A, and 51 to 54B of the Securities Act 1978 and the Securities Regulations 1983 (except regulation 8) in relation to a demerger in which securities issued by the overseas companies will be offered in exchange for one another.
The Securities Commission considers it appropriate to grant the exemption because,—
in circumstances where the issuer is complying with the statutory disclosure regime of a reputable home jurisdiction, insistence on additional disclosure under New Zealand legislation is likely to result in duplication, and may result in New Zealand shareholders being denied the opportunity to participate in the offer:
there are only a small number of relevant shareholders in New Zealand. Full compliance with securities legislation requirements would impose costs that may be prohibitive to the offer being made to these New Zealand shareholders:
the conditions of exemption require that the demerger complies with the laws of both the United States of America and the United Kingdom. These countries are recognised jurisdictions for the purposes of the Securities Act (Overseas Companies) Exemption Notice 2002:
the exemption will allow the New Zealand shareholders to fully participate in the demerger and retain the benefit of their ongoing investment.
