Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment Notice 2008

  • expired
  • Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment Notice 2008: expired, on 1 April 2010, pursuant to clause 3 of the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2005 (SR 2005/85).

Reprint
as at 1 April 2010

Crest

Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment
Notice 2008

(SR 2008/78)

  • Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment Notice 2008: expired, on 1 April 2010, pursuant to clause 3 of the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2005 (SR 2005/85).


Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

This notice is administered by the Securities Commission.


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 (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment Notice 2008.

2 Commencement
  • This notice comes into force on 31 March 2008.

4 Exemption
  • The heading to clause 5 is amended by adding from regulation 3(1) of Regulations.

5 Conditions of exemption
  • (1) The heading to clause 6 is amended by adding in clause 5.

    (2) Clause 6(1)(b) is revoked.

    (3) Clause 6(2)(a) is amended by—

    • (a) omitting 8,; and

    • (b) omitting 40, and 41(c) and substituting and 40.

6 New clauses 7 and 8 added
  • The following clauses are added:

    7 Exemption from section 37A(1)(c) of Act
    • ABN Equity and every person acting on its behalf are exempted from section 37A(1)(c) of the Act in respect of the rolling instalments.

    8 Conditions of exemption in clause 7
    • The exemption in clause 7 is subject to the conditions that—

      • (a) no allotment of rolling instalments may be made under a registered prospectus if the date of allotment would be more than 18 months after the date of the registered prospectus; and

      • (b) any registered prospectus relating to the rolling instalments contains a prominent statement to the effect that if information or a statement in the registered prospectus becomes false or misleading in any material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances, the registered prospectus will be immediately withdrawn or amended; and

      • (c) any registered prospectus relating to the rolling instalments contains a prominent statement to the effect that ABN Equity will lodge certificates with the Registrar that (in each case)—

        • (i) relate to the current registered prospectus relating to the rolling instalments; and

        • (ii) are signed on behalf of ABN Equity by at least 2 directors of ABN Equity; and

        • (iii) are dated not more than 6 months after either the date of the current registered prospectus relating to the rolling instalments or the date of the last certificate lodged with the Registrar in relation to that current registered prospectus (whichever is the later); and

        • (iv) state that, in the opinion of the directors of ABN Equity, after making due enquiry, the current registered prospectus relating to the rolling instalments is not, at the date of the certificate, false or misleading in any material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances; and

        • (v) state that, except to the extent permitted by exemptions granted by the Securities Commission in respect of the rolling instalments, the information contained in the current registered prospectus relating to the rolling instalments complies with Schedule 1 of the Regulations.

Dated at Wellington this 18th day of March 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 31 March 2008, amends the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2005 (the principal notice).

The principal notice exempts ABN AMRO Equity Derivatives New Zealand Limited (ABN Equity), subject to conditions, from certain prospectus content requirements set out in the Securities Regulations 1983 in respect of the offer of rolling instalment securities to the public.

This notice—

  • revokes the condition to the exemption from regulation 3(1) of the Securities Regulations 1983 set out in the principal notice that required the issuer of underlying securities to be a company incorporated in New Zealand; and

  • amends the content requirements for the registered prospectus relating to the rolling instalments set out in the principal notice by removing the requirement to include, in the registered prospectus, summary financial information in respect of ABN Equity and a statement from the directors of ABN Equity regarding circumstances that may affect ABN Equity’s ability to pay its liabilities; and

  • inserts, into the principal notice, a new exemption from section 37A(1)(c) of the Securities Act 1978 to permit ABN Equity to allot rolling instalments under a registered prospectus for up to 18 months from the date of the prospectus.

The Securities Commission considers that it is appropriate to amend the principal notice because—

  • the amendments are consistent with the Securities Commission’s policy in cases where returns on the securities offered are dependent upon the performance of securities issued by a third party, and not on the performance of the offeror of the securities to which the exemption relates. In these circumstances, much of the information that would otherwise be required about the offeror as issuer is likely to be irrelevant and potentially confusing for prospective investors:

  • as the registered prospectus relating to the rolling instalments will not contain financial statements of ABN Equity it would usually be valid for only 6 months. In this case, as financial information about ABN Equity is not material for investors, ABN Equity should not be penalised by the omission of that information. The conditions require the directors to register a certificate every 6 months stating that the prospectus is not false or misleading in a material particular, and require the immediate withdrawal or amendment of the registered prospectus should it become false or misleading at any time:

  • the amendment allows ABN Equity to issue rolling instalments over underlying securities which are issued by companies not necessarily incorporated in New Zealand subject to the existing condition that the underlying securities are quoted on the principal equity securities market operated by New Zealand Exchange Limited (the NZX). Listed issuers with the NZX are subject to the NZX Listing Rules which require issuers to disclose material information to the market. It is this information that is useful to holders of rolling instalment securities.


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

Date of notification in Gazette: 27 March 2008.


Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)


Notes
1 General
  • This is a reprint of the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Amendment Notice 2008. The reprint incorporates all the amendments to the notice as at 1 April 2010, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.

2 Status of reprints
  • Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

    This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared
  • A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
  • Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

    A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

    In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

    • omission of unnecessary referential words (such as of this section and of this Act)

    • typeface and type size (Times Roman, generally in 11.5 point)

    • layout of provisions, including:

      • indentation

      • position of section headings (eg, the number and heading now appear above the section)

    • format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • format of dates (eg, a date formerly expressed as the 1st day of January 1999 is now expressed as 1 January 1999)

    • position of the date of assent (it now appears on the front page of each Act)

    • punctuation (eg, colons are not used after definitions)

    • Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • case and appearance of letters and words, including:

      • format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

      • small capital letters in section and subsection references are now capital letters

    • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • running heads (the information that appears at the top of each page)

    • format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)
  • Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2005 (SR 2005/85): clause 3