New Zealand Legislation: Regulations
Regulations are laws made under Acts
2008/388
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).
This notice is the Securities Act (New Zealand Deposit Guarantee Scheme) Exemption Notice 2008.
This notice comes into force on its notification in the Gazette.
This notice expires on the close of 12 October 2010.
(1) In this notice, unless the context otherwise requires,—
Act means the Securities Act 1978
bank means a registered bank within the meaning of section 2(1) of the Reserve Bank of New Zealand Act 1989
Crown guarantee means a guarantee given under the deposit guarantee scheme
deposit guarantee scheme means the New Zealand deposit guarantee scheme announced by or on behalf of the Crown on or about 12 October 2008 relating to guarantees to be given by the Minister of Finance on behalf of the Crown in respect of certain financial institutions under section 65ZD of the Public Finance Act 1989
Regulations means the Securities Regulations 1983
specified financial institution means a person that is a party to a deed of guarantee entered into under the deposit guarantee scheme under which certain obligations of that person are guaranteed by the Crown
specified security means a security in respect of which the Crown has given a guarantee under the deposit guarantee scheme.
(2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.
Every specified financial institution, and every person acting on its behalf, is exempted, in respect of an advertisement for specified securities that refers to the Crown guarantee, from regulations 9 and 11 of the Regulations.
The exemptions in clause 5 are subject to the conditions that—
(a) the advertisement must comply with regulations 9 and 11 of the Regulations in respect of matters other than the reference to the Crown guarantee; and
(b) if there is a registered prospectus relating to the specified securities, a memorandum of amendments containing amendments required to update the prospectus as a result of the Crown guarantee must be delivered to the Registrar of Companies within 5 working days of the date on which the issuer becomes a specified financial institution; and
(c) the reference to the Crown guarantee in the advertisement must be in the following form: “[name of issuer] has a guarantee under the New Zealand deposit guarantee scheme”; and
(d) in the case of advertisements other than investment statements, any other information contained in the advertisement concerning the Crown guarantee must be limited to—
(i) a statement to the effect that further information about the deposit guarantee scheme is available, free of charge and at all reasonable times, on the Internet site maintained by, or on behalf of, the Treasury; and
(ii) any other information or statement that is necessary to avoid misleading or confusing investors about the application of the Crown guarantee (whether in respect of the issuer or any products of the issuer); and
(e) the advertisement must not contain any information, sound, image, or other matter that is inconsistent with information published about the deposit guarantee scheme on the Internet site maintained by, or on behalf of, the Treasury.
(1) Every specified financial institution, and every person acting on its behalf, is exempted, in respect of an advertisement for specified securities that refers to the Crown guarantee, from regulation 17(1) of the Regulations.
(2) However, the exemption in subclause (1) applies only if either—
(a) the only difference between the advertisement and another advertisement in respect of which a certificate that complies with regulation 17(2) of the Regulations or clause 10 of the Securities Act (Banks) Exemption Notice 2002 has been completed is that reference to the Crown guarantee; or
(b) regulation 17(3) of the Regulations would apply if the advertisement did not refer to the Crown guarantee.
(3) The exemption in subclause (1) is subject to the condition that the reference to the Crown guarantee complies with the conditions in clause 6(c) to (e).
(4) Every specified financial institution, and every person acting on its behalf, is exempted, in respect of an advertisement for specified securities that refers to the Crown guarantee, from regulation 17(2) of the Regulations to the extent that that provision requires certification that the advertisement does not contain any matter that is inconsistent with,—
(a) in the case of a bank, the disclosure statement referred to in the advertisement; or
(b) in the case of a financial institution that is not a bank, the registered prospectus referred to in the advertisement.
(5) The exemption in subclause (4) is subject to the condition that the certificate that is completed in respect of the advertisement certifies that the reference in the advertisement to the Crown guarantee complies with the conditions in clause 6(c) to (e) and that, in all other respects, the advertisement does not contain any matter that,—
(a) in the case of a bank, is inconsistent with the disclosure statement referred to in the advertisement; or
(b) in the case of a financial institution that is not a bank, is inconsistent with the registered prospectus for the securities.
(1) Every specified financial institution, and every person acting on its behalf, is exempted, in respect of any registered prospectus that refers to the Crown guarantee, from clause 4(2) of Schedule 2 of the Regulations.
(2) The exemption in subclause (1) applies in the case of specified securities that are debt securities and specified securities that are treated as debt securities for the purpose of disclosure under Schedule 2 of the Regulations.
The exemption in clause 8 is subject to the conditions that—
(a) the registered prospectus for the specified securities must contain the following information and statements:
(i) a statement that “[name of issuer] has a guarantee under the New Zealand deposit guarantee scheme”; and
(ii) a statement to the effect that further information about the deposit guarantee scheme is available, free of charge and at all reasonable times, on the Internet site maintained by, or on behalf of, the Treasury; and
(iii) a statement to the effect that the most recent audited statement of financial position of the Crown is available, free of charge and at all reasonable times, on the Internet site maintained by, or on behalf of, the Treasury; and
(iv) any other information or statement that is necessary to avoid misleading or confusing investors about the application of the Crown guarantee (whether in respect of the issuer or any products of the issuer); and
(b) the registered prospectus must not contain any information, sound, image, or other matter that is inconsistent with information published about the deposit guarantee scheme on the Internet site maintained by, or on behalf of, the Treasury.
Every specified financial institution, and every person acting on its behalf, is exempted, in respect of specified securities, from—
(a) regulation 7A(4) of the Regulations to the extent that the provision requires the investment statement for those securities to contain information about the deposit guarantee scheme under the italicised heading “What returns will I get?”
; and
(b) clause 10 of Schedule 3D of the Regulations to the extent that it requires information about the Crown guarantee; and
(c) clause 20 of Schedule 3D of the Regulations to the extent that the provision requires the investment statement for those securities to state that financial statements of the Crown are available on request from the issuer; and
(d) section 54B(1) of the Act to the extent that the provision requires the specified financial institution, on request, to send, or cause to be sent, to a security holder the financial statements of the Crown.
The exemptions in clause 10 are subject to the condition that any investment statement for the specified securities that is distributed after the issuer becomes a specified financial institution must contain, or be accompanied by, the information and statements referred to in clause 9(a).
(1) This clause amends the Securities Act (Audiovisual Advertisements) Exemption Notice 2002.
(2) Clause 5(d) is amended by inserting “or the Securities Act (New Zealand Deposit Guarantee Scheme) Exemption Notice 2008”
after “but for this notice”
.
(3) Clause 7 is amended by adding the following subclause as subclause (2):
“(2) If the advertisement refers to the Crown guarantee (within the meaning of the Securities Act (New Zealand Deposit Guarantee Scheme) Exemption Notice 2008), the exemptions in clause 6 are also subject to the conditions set out in clause 6(b) to (e) of that notice.”
(1) This clause amends the Securities Act (Banks) Exemption Notice 2002.
(2) Clause 10 is amended by inserting the following subclause after subclause (2):
“(2A) Despite subclauses (1) and (2), if the advertisement refers to the Crown guarantee (within the meaning of the Securities Act (New Zealand Deposit Guarantee Scheme) Exemption Notice 2008) and the certificate that relates to the advertisement complies with the condition in clause 7(5) of that notice, the certificate does not need to be in the form set out in Schedule 4 of the Regulations to the extent that the form requires certification that the advertisement does not contain any matter that is inconsistent with the disclosure statement referred to in the advertisement.”
Dated at Wellington this 17th day of October 2008.
The Common Seal of the Securities Commission was affixed in the presence of:
[Seal]
N O Todd,
Member.
This notice comes into force on its notification in the Gazette and expires on the close of 12 October 2010.
The notice exempts financial institutions that are a party to a deed of guarantee entered into with the Crown under the New Zealand deposit guarantee scheme from certain provisions of the Securities Act 1978 and the Securities Regulations 1983, in order to facilitate the operation of that deposit guarantee scheme.
The Securities Commission considers that the exemptions are appropriate because the New Zealand deposit guarantee scheme has been introduced by the Government to maintain public confidence in New Zealand's financial system and to maintain the confidence of general public depositors in relevant New Zealand financial institutions. Securities law contains specific rules concerning advertising and disclosure of guarantees. The exemptions facilitate prompt and simple disclosure to investors about any issuer's coverage under the scheme. The exemptions also encourage the delivery of standardised information about the scheme in order to avoid investor confusion about the scheme and its application to any issuer. The conditions of the exemptions require issuers to advise investors about their coverage under the scheme, refer investors to an authoritative source of information about the scheme, and prevent descriptions of the scheme that are inconsistent with official descriptions.
Date of notification in Gazette: 20 October 2008.
This notice is administered by the Securities Commission.