New Zealand Legislation: Regulations

Statement of reasons

This notice, which comes into force on the day after the date of its notification in the Gazette, amends a condition of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 (the principal notice). The condition requires the same scheme, or a parallel scheme with substantially the same terms, to be established in accordance with the laws of the jurisdiction in which the overseas issuer is incorporated or listed and to be offered in that jurisdiction. In the case of an offer in the overseas jurisdiction under a parallel scheme, the condition currently requires the offer to be made at the same time as the offer in New Zealand. The amendment extends this to allow the securities to have been previously offered under the parallel scheme.

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

• the principal notice recognises that the costs of producing a prospectus and investment statement to comply with New Zealand law may preclude offers being made to New Zealand employees by overseas issuers:

• amending the condition of the principal notice to allow securities to be offered in New Zealand where the offer under a parallel scheme was either at the same time as the New Zealand offer or at an earlier time is consistent with the objective of reducing compliance costs for overseas employee share purchase schemes, and aligns the timing requirements for parallel schemes with the existing timing requirements where the New Zealand scheme is the same as that in the overseas jurisdiction.