Financial Reporting Act (Independent News & Media PLC) Exemption Notice 2008

2008/162

Crest

Financial Reporting Act (Independent News & Media PLC) Exemption Notice 2008

Pursuant to section 35A of the Financial Reporting Act 1993, 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 Financial Reporting Act (Independent News & Media PLC) Exemption Notice 2008.

2 Commencement

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

3 Expiry

  • This notice expires on the close of 30 June 2013.

4 Application

  • An exemption granted by this notice applies to the following accounting periods of INM:

    • (a) the accounting period ended 31 December 2007; and

    • (b) subsequent accounting periods.

5 Interpretation

  • (1) In this notice, unless the context otherwise requires,—

    INM means Independent News & Media PLC, a company that is incorporated in the Republic of Ireland

    Irish GAAP means generally accepted accounting principles in the Republic of Ireland

    specified financial statements means the financial statements and group financial statements that are required to be prepared in respect of INM in accordance with the laws of the Republic of Ireland (including the provisions of the Companies Acts 1963 to 2006 of the Republic of Ireland) and Irish GAAP.

    (2) Any term or expression that is defined in the Act and used, but not defined, in this notice has the same meaning as in the Act.

6 Exemptions for directors of INM

  • Every director of INM is exempted from the following provisions in respect of INM:

    • (a) section 10(1) of the Act—

      • (i) to the extent that it requires a statement of financial performance in relation to INM to be completed, dated, and signed; and

      • (ii) to the extent that it requires any other financial statements in relation to INM to comply with section 11 of the Act; and

    • (b) sections 11(1) and 14(1) of the Act; and

    • (c) section 13 of the Act to the extent that it requires the group financial statements in relation to INM to comply with section 14 of the Act; and

    • (d) section 15 of the Act to the extent that it requires a statement of financial performance in relation to INM to be audited; and

    • (e) section 18(1) of the Act to the extent that it requires a copy of a statement of financial performance in relation to INM to be delivered to the Registrar for registration.

7 Conditions

  • The exemptions in clause 6 are subject to the conditions that—

    • (b) INM, in relation to its specified financial statements, complies with the requirements of the laws of the Republic of Ireland that relate to the preparation, content, auditing, and public filing of those statements (including the provisions of the Companies Acts 1963 to 2006 of the Republic of Ireland); and

    • (c) the specified financial statements of INM comply with Irish GAAP; and

    • (d) if, in complying with Irish GAAP, the specified financial statements do not give a true and fair view of the matters to which they relate, the directors of INM add information and explanations that will give a true and fair view of those matters.

Dated at Wellington this 23rd day of June 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 and expires on 30 June 2013, exempts the directors of Independent News & Media PLC (INM), a company incorporated in the Republic of Ireland that has offered securities to members of the public in New Zealand, from various provisions of the Financial Reporting Act 1993 (the Act).

The effect of the exemptions is to allow the directors of INM to provide the financial statements that INM is required to prepare under financial reporting requirements in the Republic of Ireland. The principal differences in financial statements provided by INM in relying on the exemptions are—

  • the directors of INM will prepare and register consolidated financial statements, and a parent statement of financial position and statement of cash flows, but not a stand-alone parent statement of financial performance:

  • the financial statements, and consolidated financial statements, prepared will comply with generally accepted accounting principles in the Republic of Ireland (rather than generally accepted accounting practice in New Zealand):

  • the financial statements, and consolidated financial statements, prepared will be audited in accordance with the requirements set out under the laws of the Republic of Ireland and the auditor’s report will provide the information required under the laws of the Republic of Ireland instead of the Act.

The Securities Commission considers that it is appropriate to grant the exemptions because—

  • the effect of the exemptions is to allow INM, which has allotted securities in New Zealand under the Securities Act (Independent News & Media PLC) Exemption Notice 2003, to provide the accounts that they are required to prepare under the reporting requirements of the Republic of Ireland:

  • there will not be any significant detriment to subscribers as the exemptions only apply if INM offers securities in New Zealand under particular exemptions from the Securities Act 1978 that allow INM to provide, before the allotment of INM shares, financial statements that comply with generally accepted accounting principles in the Republic of Ireland and the laws of the Republic of Ireland. Therefore, the ongoing financial disclosure provided under the exemptions is consistent with the initial financial statements permitted for offers of securities:

  • the Commission has had regard to the financial reporting and audit requirements that INM must comply with in relying on the exemptions. The exemptions are limited to INM, which must comply with the financial reporting and audit requirements set out in Irish legislation:

  • INM is required by Irish law to publish audited financial statements in accordance with International Financial Reporting Standards as adopted by the European Union. As of 1 January 2007, for financial reports published after that date, New Zealand has also moved to a regime based on International Financial Reporting Standards as its generally accepted accounting practice:

  • the Commission is satisfied that the parent and group financial statements required to be prepared under Irish financial reporting laws provide sufficient information to avoid any detriment to subscribers who invest in companies incorporated in the Republic of Ireland:

  • the exemptions address the particular difficulties experienced by INM. The exemptions are not broader than is reasonably necessary to address these difficulties, and still require that financial statements be filed in New Zealand.

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

Date of notification in Gazette: 26 June 2008.

This notice is administered by the Securities Commission.