Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 3) 2008

2008/428

Crest

Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 3) 2008

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).

Notice

1 Title
  • This notice is the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice (No 3) 2008.

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

4 Condition of exemption for specified securities that they are offered in overseas jurisdiction
  • (1) The heading to clause 9 is amended by omitting exemption and substituting exemptions.

    (2) Clause 9 is amended by revoking subclause (1) and substituting the following subclause:

    • (1) The exemptions in clause 5 are subject to the further condition that, at the time of the offer, specified securities are also offered, or have previously been offered, under the employee share purchase scheme, or a parallel scheme, in the jurisdiction in which the exempt overseas issuer is incorporated or listed.

Dated at Wellington this 4th day of November 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, 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.


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

Date of notification in Gazette: 6 November 2008.

This notice is administered by the Securities Commission.