New Zealand Legislation: Regulations
Regulations are laws made under Acts
The exemptions in clause 5 are subject to the condition that, before an eligible person subscribes for the notes, Flight Centre provides that person with the following:
(a) a copy of the most recent audited consolidated financial statements of the borrowing group that comply with the Financial Reporting Act 1993; and
(b) if the notes are offered more than 9 months after the date of the most recent audited consolidated financial statements of the borrowing group, a copy of interim financial statements for the most recently completed financial half-year of the borrowing group that complies with FRS-24 or NZ IAS 34; and
(c) Flight Centre's most recent annual report, which includes or is accompanied by a statement setting out the following matters:
(i) particulars of entries in the interests register concerning directors of Flight Centre made during the accounting period to which the report relates; and
(ii) the date of, names of the parties to, and general nature of any material contract (excluding a contract entered into in the ordinary course of business) entered into by a member of the borrowing group at any time in the 2 years preceding a date not more than 20 working days before the date the annual report is made available to shareholders of Flight Centre in accordance with section 209 of the Companies Act 1993; and
(iii) a brief description of any legal proceedings or arbitrations concerning the borrowing group that are pending at a date not more than 20 working days before the date the annual report is made available to shareholders of Flight Centre in accordance with section 209 of the Companies Act 1993 and that might have a material adverse effect on the borrowing group; and
(iv) a statement by 2 directors of Flight Centre as to whether, after inquiry by them in relation to the period between the date of the latest statement of financial position attached to, or contained in, the annual report and a date not more than 20 working days before the date the annual report is made available to shareholders of Flight Centre in accordance with section 209 of the Companies Act 1993, there have, in their opinion, arisen any circumstances that materially adversely affect the borrowing group's—
(A) trading or profitability; or
(B) asset value; or
(C) ability to pay liabilities due within the next 12 months; and
(v) brief particulars of any restrictions on the ability of any member of the borrowing group to borrow, being restrictions that result from any undertaking given, or contract or deed entered into, by the member, and that are not set out elsewhere in the registered prospectus or annual report.