New Zealand Legislation: Regulations
Regulations are laws made under Acts
This notice, which comes into force on the day after the date of its notification in the Gazette and expires on 30 September 2013, exempts, subject to conditions, Flight Centre (NZ) Limited (Flight Centre) and every person acting on its behalf from certain provisions of the Securities Act 1978 and the Securities Regulations 1983 (the Regulations) in respect of the offer of notes (the notes) under Flight Centre's employee note scheme (the scheme).
The Securities Commission considers that it is appropriate to grant the exemptions because—
although Flight Centre is making an offer of debt not equity, the return on the notes is linked to performance of the employee's business unit. Therefore the scheme encourages the employee's involvement in the performance of the business unit, in a manner similar to that of an employee share purchase scheme:
the exemptions seek to lower Flight Centre's costs of compliance, while requiring Flight Centre to provide employees with the information that they need to make an informed decision as to whether to subscribe for notes under the scheme:
the terms on which an employee may be offered notes under the scheme may vary according to the circumstances of the employee, his or her remuneration package, and the business unit to which the employee belongs. As a result, Flight Centre is not able to set out in a single prospectus or investment statement all the terms of the offer as required by the Regulations:
the exemptions in this notice allow Flight Centre to prepare personalised supplements to the prospectus and investment statement, containing the terms or other information personal to each employee. It would be impractical for Flight Centre to prepare a separate prospectus for each employee:
allowing Flight Centre to create a template for the personalised offer document, in which the only variable information is the information personal to the person to whom the offer is made, is more efficient and cost-effective than requiring a regulation 17 certificate in respect of each personalised offer document.