New Zealand Legislation: Regulations
Regulations are laws made under Acts
(1) Regulation 5 does not apply in respect of a registered prospectus if—
(a) the prospectus relates only to—
(i) an offer of equity securities or convertible securities made by the issuer of the securities to persons who already hold equity securities or convertible securities of the issuer; or
(ii) an offer of debt securities (not being convertible securities or other securities that may be converted into equity securities) made by the issuer of the securities to persons who already hold equity securities, convertible securities, or debt securities of the issuer; or
(iii) an offer of units in a unit trust made by the manager of the unit trust to persons who already hold units in the unit trust or securities that are convertible into units in the unit trust; and
(b) the prospectus instead complies with the requirements set out in regulation 7; and
(c) the issuer of the securities is a company; and
(d) in the case of an offer of—
(i) equity securities, convertible securities, or debt securities, the requirements in subclause (3) or (4) (or both) are satisfied:
(ii) units in a unit trust, the requirements in subclause (3) are satisfied.
(2) Subclause (1)(a) applies whether or not the offer is renounceable in favour of any other person (and, if the offer is renounceable, the prospectus may also relate to an offer of the securities to persons in whose favour an offer to which subclause (1)(a) applies has been renounced).
(3) For the purposes of subclause (1)(d), the requirements are that a copy of the latest financial statements, together with a copy of the auditor's report on those statements,—
(a) have previously been sent to the persons who were, at the time those financial statements were sent, holders of the same class of securities as that held by the persons to whom the offer is being made; or
(b) are attached to every registered prospectus given or sent to any person under the Act.
(4) For the purposes of subclause (1)(d), the requirements are that—
(a) a notice under section 209(1)(b) of the Companies Act 1993 (being a notice that refers to an annual report that includes the latest financial statements) has previously been sent to the persons who were, at the time that notice was sent, holders of the same class of securities as that held by the persons to whom the offer is being made; and
(b) every registered prospectus given or sent to any person under the Act contains, or is accompanied by,—
(i) another notice containing the statements specified in section 209(3) of the Companies Act 1993 with necessary modifications, including that the statements required by section 209(3)(a) and (d)(i) must refer to the period of the offer rather than to within 15 working days of receiving the notice; and
(ii) a statement that the annual report includes the latest financial statements.
(5) In this regulation,—
convertible securities means debt securities that will be converted, or are or will become convertible at the option of the security holder, into equity securities of the issuer of the debt securities
latest financial statements—
(a) means, in the case of an offer of equity securities or debt securities, financial statements for the group for the relevant accounting period that comply with, and have been registered under, the Financial Reporting Act 1993 (or that are prepared and audited as if they were to be registered under that Act):
(b) means, in the case of an offer of convertible securities,—
(i) financial statements for the borrowing group for the relevant accounting period that comply with, and have been registered under, the Financial Reporting Act 1993 (or that are prepared and audited as if they were to be registered under that Act); and
(ii) financial statements for the group comprising the issuer and all of its subsidiaries for the relevant accounting period that comply with, and have been registered under, the Financial Reporting Act 1993 (or that are prepared and audited as if they were to be registered under that Act):
(c) means, in the case of an offer of units in a unit trust, whichever of the following are the most recent:
(i) the most recent financial statements of the unit trust that were sent under section 11 of the Unit Trusts Act 1960:
(ii) financial statements of the unit trust for the relevant accounting period that comply with, and have been registered under, the Financial Reporting Act 1993 (or that are prepared and audited as if they were to be registered under that Act)
relevant accounting period means—
(a) the most recently completed accounting period in respect of which the financial statements have been prepared; or
(b) if the issuer or unit trust (as the case may be) has not completed its first accounting period, the period from the date of commencement of business and ending on a stated date that is not more than 4 months before the specified date.
Compare: SR 1983/121 r 4(1)
