Securities Act (ING (NZ) Limited) Exemption Notice 2009

  • expired
  • Securities Act (ING (NZ) Limited) Exemption Notice 2009: expired, on 1 December 2010, by clause 3.

Reprint
as at 1 December 2010

Coat of Arms of New Zealand

Securities Act (ING (NZ) Limited) Exemption Notice 2009

(SR 2009/369)

  • Securities Act (ING (NZ) Limited) Exemption Notice 2009: expired, on 1 December 2010, by clause 3.


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.

This notice is administered by the Securities Commission.


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 (ING (NZ) Limited) Exemption Notice 2009.

2 Commencement
  • This notice comes into force on its notification in the Gazette.

3 Expiry
  • This notice expires on the close of 30 November 2010.

4 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    acquisition means the acquisition by ANZ National Bank Limited of 51% of the shares in ING (NZ) Holdings Limited from ING Insurance International B.V. (a company incorporated in the Netherlands) on or about 30 November 2009

    Act means the Securities Act 1978

    investment statement means an investment statement in relation to an offer of any specified securities that has been prepared and dated before 31 October 2009

    Regulations means the Securities Regulations 1983

    specified securities means any of the following securities in respect of which ING (NZ) Limited is the issuer or a promoter:

    • (a) units in any unit trust:

    • (b) interests in any superannuation scheme:

    • (c) participatory securities.

    (2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

5 Exemption from regulation 7A(4) of Regulations in respect of acquisition
  • Every issuer of specified securities and every person acting on its behalf is exempted from regulation 7A(4) of the Regulations in respect of information, statements, and other matters about the acquisition that must be contained in an investment statement.

6 Condition of exemption
  • The exemption in clause 5 in respect of an offer of specified securities is subject to the condition that any investment statement for the offer distributed, after the completion of the acquisition, to any member of the public by the issuer of those specified securities, or by any person acting on its behalf, must be accompanied by a document that—

    • (a) refers to the offer of those specified securities; and

    • (b) includes all of the information that is necessary to update the investment statement as a result of the acquisition.

Dated at Wellington this 27th day of November 2009.

The Common Seal of the Securities Commission was affixed in the presence of:

[Seal]

N O Todd,
Member.


Statement of reasons

This notice comes into force on its notification in the Gazette and expires on 30 November 2010.

This notice exempts, subject to a condition, the issuers of certain securities of which ING (NZ) Limited (ING) is the issuer or a promoter from regulation 7A(4) of the Securities Regulations 1983 in respect of information about a particular acquisition that must be disclosed in any investment statement that is dated before 31 October 2009. Regulation 7A(4) requires the information, statements, and other matters specified under an italicised question set out in Schedule 3D of the Regulations to be set out together in the investment statement under that question.

The Securities Commission considers that the exemption is appropriate because—

  • at the date of the investment statements for ING's various offers of securities, ING's holding company (ING (NZ) Holdings Limited) was a joint venture company owned 51% by ING Insurance International B.V. (which is part of the ING Group) and 49% by ANZ National Bank Limited (ANZ) (which is part of the Australia and New Zealand Banking Group). ANZ has agreed to acquire ING Group's 51% shareholding in ING (NZ) Holdings Limited (the acquisition). This will result in ING (NZ) Holdings Limited becoming a wholly owned subsidiary of ANZ, and ING becoming ultimately wholly owned by the ANZ Group and ceasing to form part of the ING Group:

  • the Securities Act 1978 does not contain a mechanism by which issuers can amend investment statements. This exemption allows ING to produce a supplementary disclosure document so that prospective investors can be informed about the acquisition without incurring costs and delay in producing new investment statements:

  • the condition requires that a copy of the supplementary disclosure be distributed with any investment statement distributed to the public after the completion of the acquisition:

  • the directors of the issuers of each of ING's offers of securities must ensure that each investment statement and the supplementary disclosure when read together comply with the Regulations (except regulation 7A(4)). The directors remain liable for any misstatements in each of the investment statements and the supplementary disclosure when read together.


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

Date of notification in Gazette: 30 November 2009.


Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)


Notes
1 General
  • This is a reprint of the Securities Act (ING (NZ) Limited) Exemption Notice 2009. The reprint incorporates all the amendments to the notice as at 1 December 2010, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/reprints/ .

2 Status of reprints
  • Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

    This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared
  • A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
  • Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

    A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

    In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

    • omission of unnecessary referential words (such as of this section and of this Act)

    • typeface and type size (Times Roman, generally in 11.5 point)

    • layout of provisions, including:

      • indentation

      • position of section headings (eg, the number and heading now appear above the section)

    • format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • format of dates (eg, a date formerly expressed as the 1st day of January 1999 is now expressed as 1 January 1999)

    • position of the date of assent (it now appears on the front page of each Act)

    • punctuation (eg, colons are not used after definitions)

    • Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • case and appearance of letters and words, including:

      • format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

      • small capital letters in section and subsection references are now capital letters

    • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • running heads (the information that appears at the top of each page)

    • format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)
  • Securities Act (ING (NZ) Limited) Exemption Notice 2009 (SR 2009/369): clause 3