Securities Regulations 2009

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Reprint as at 1 October 2011

Securities Regulations 2009

(SR 2009/230)

Anand Satyanand, Governor-General

Order in Council

At Wellington this 24th day of August 2009

Present:
His Excellency the Governor-General in Council

Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

These regulations are administered by the Ministry of Economic Development.

Pursuant to sections 70, 70AA, 70A, 74, and 78 of the Securities Act 1978, His Excellency the Governor-General, acting on the advice and with the consent of the Executive Council, and on the recommendation of the Minister of Commerce in accordance with sections 70(3), 74, and 78 of that Act, makes the following regulations.

Contents

1 Title

2 Commencement

3 Overview

4 Interpretation

Part 1
Prospectuses

Full registered prospectus

5 Matters to be contained in full registered prospectus

Short form prospectus for offers to existing security holders

6 Short form prospectus may be used instead of full registered prospectus for offers to existing security holders

7 Requirements for short form prospectus

Simplified disclosure prospectus for public issuers

8 Simplified disclosure prospectus for public issuers

9 Simplified disclosure prospectus for offers of securities of same class as listed securities

10 Simplified disclosure prospectus for offers of securities that rank equally with, or in priority to, listed securities

11 Requirements for securities for purposes of regulation 10

Further provisions relating to content of all registered prospectuses

12 Prospectus must contain additional information if otherwise misleading

13 Valuation information

14 Prospective financial information

15 Periods during which group, body corporate, business, or scheme not in existence

16 Prospectus must contain index in certain cases

17 Restrictions imposed by Part 4 on content of registered prospectus

Documents to be attached to all prospectuses delivered for registration

18 Documents to be attached to prospectus delivered for registration

Part 2
Investment statements

19 Matters to be contained in investment statement

20 Investment statement not required to refer to matter that is not applicable

21 Information, statements, and other matters must be set out under question

22 Requirements for advertisements and restrictions on content of advertisements in Parts 3 and 4

Part 3
Advertisements

23 Advertisements must not contain misleading information

24 Advertisements must be consistent with investment statement, prospectus, or disclosure statement

25 Advertisements that refer to guarantees must contain certain information

26 Assets

27 Unsecured and secured securities

28 Restrictions on distribution of advertisements containing prospective financial information

29 Restrictions imposed by Part 4 on content of advertisements

30 Certificate required for certain advertisements

31 Certificate not required in certain cases

32 Certificate must be held for at least 12 months

33 Certain persons commit offence if they publish, broadcast, or distribute contravening advertisement

34 Issuers and principal officers commit offence if they distribute contravening advertisement

Part 4
Restrictions on content of registered prospectuses and advertisements

35 Shareholders' names

36 Statements as to safety or risk

37 Statements as to approval by FMA or Registrar

38 Rates of returns and taxation of returns

39 Statements about trading securities on securities markets

Part 5
Content of trust deeds and deeds of participation

Trust deeds

39A Contents of trust deeds

40 Clauses deemed to be contained in trust deeds

Deeds of participation

41 Contents of deeds of participation

42 Clauses deemed to be contained in deeds of participation

Application of provisions

42A Application of regulation 39A

43 Regulations 40 to 42 apply regardless of when deed is registered

Trust deeds for unit trusts and KiwiSaver schemes

43A Clauses deemed to be contained in trust deeds for unit trusts

43B Clauses deemed to be contained in trust deeds for KiwiSaver schemes (other than restricted KiwiSaver schemes)

43C Provisions apply regardless of when deed is entered into

Part 6
Miscellaneous provisions

Request disclosure

44 Information to be disclosed by issuers on request

Definitions relevant to certain exemptions

45 Exemption for term life insurance policies

46 Meaning of call debt security and call building society share

Prescribed rate of interest

47 Prescribed rate of interest

Revocation

48 Securities Regulations 1983 revoked

49 Consequential amendments

Transitional and application provisions

50 These regulations apply unless Securities Regulations 1983 apply in accordance with transitional provisions

51 Securities Regulations 1983 continue to apply if prospectus registered before commencement of these regulations

52 Issuer may elect to comply with Securities Regulations 1983 instead of these regulations if prospectus registered before 30 June 2010

53 Securities Regulations 1983 apply if no prospectus is required, unless issuer elects otherwise

54 Transitional provisions that apply after revocation of Securities Regulations 1983

55 These regulations and Securities Regulations 1983 are alternative means of compliance

56 Transitional and application provisions subject to exemption

Schedule 1
Full prospectus for equity securities

Schedule 2
Full prospectus for debt securities

Schedule 3
Full prospectus for participatory securities

Schedule 4
Full prospectus for units in unit trusts

Schedule 5
Full prospectus for life insurance policies

Schedule 5A
Full prospectus for KiwiSaver schemes

Schedule 6
Full prospectus for superannuation schemes

Schedule 7
Short form prospectus for equity securities

Schedule 8
Short form prospectus for debt securities

Schedule 9
Short form prospectus for units in unit trust

Schedule 10
Simplified disclosure prospectus for offers of securities of same class as listed securities

Schedule 11
Simplified disclosure prospectus for offers of equity securities that rank equally with, or in priority to, listed securities

Schedule 12
Simplified disclosure prospectus for offers of debt securities that rank equally with, or in priority to, listed securities

Schedule 13
Matters required in investment statements

Schedule 14
Certificate in respect of advertisements

Schedule 14A
Matters to be specified in trust deeds

Schedule 15
Clauses deemed to be contained in trust deeds

Schedule 16
Matters to be specified in deeds of participation

Schedule 17
Clauses deemed to be contained in deeds of participation

Schedule 18
Consequential amendments

Gazette information

Securities Amendment Regulations 2011

Securities Amendment Regulations (No 2) 2011

Reprint notes

Regulations