Dated at Wellington this 24th day of February 2009.
The Common Seal of the Securities Commission was affixed in the presence of:
Statement of reasons
This notice, which comes into force on the day after the date of its notification in the Gazette and expires on 28 February 2014, exempts ABB Limited (ABB), a company incorporated in Switzerland, from various sections of the Financial Reporting Act 1993 (the Act).
ABB is listed on the SIX Swiss Exchange and the New York Stock Exchange. The laws of Switzerland require that its financial statements comply with either US GAAP or International Financial Reporting Standards. In order to comply with the securities law of the United States of America (because ABB is listed on the New York Stock Exchange), ABB's financial statements comply with US GAAP.
The effect of the exemptions is to provide relief to the directors of ABB from the preparation, content, auditing, and filing requirements of the Act. The exemptions are granted on the condition that ABB prepares and publicly files financial statements that are required to be prepared under the financial reporting requirements of its jurisdictions of listings, namely Switzerland and the United States of America.
The Securities Commission (the Commission) considers that it is appropriate to grant the exemptions because—
there will not be any significant detriment to subscribers because the exemptions only apply to offers of securities by ABB made in reliance on the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002. This notice allows overseas issuers to provide offer documents that comply with overseas requirements (including in relation to financial statements). Therefore, the ongoing financial disclosure provided under the exemption is consistent with the initial offer documents provided to the subscribers:
the Commission has had regard to the financial reporting and audit requirements that ABB must comply with in relying on this exemption. ABB must comply with the financial reporting and audit requirements set out in the SIX Swiss Exchange listing rules and the U.S. Securities and Exchange Commission listing requirements:
the Commission is satisfied that the consolidated financial statements prepared under US GAAP provide sufficient information to avoid any detriment to subscribers who invest in companies incorporated in Switzerland and listed on the SIX Swiss Exchange:
the exemption addresses the particular difficulties experienced by ABB. The exemption is not broader than is reasonably necessary to address these difficulties, and still requires financial statements to be filed in New Zealand.