Dated at Wellington this 24th day of March 2010.
The Common Seal of the Securities Commission was affixed in the presence of:
Statement of reasons
Note: The following statement of reasons should be read in conjunction with the statement(s) of reasons appended to the:
This notice, which comes into force on the day after the date of its notification in the Gazette and expires on 30 September 2012, replaces the Securities Act (French Issuers Employee Share Purchase Schemes) Exemption Notice 2005 (the previous notice), which is revoked.
This notice continues the exemptions in respect of employee share purchase schemes established by French issuers (as defined in the notice) granted by the previous notice. The exemptions are from the statutory supervisor and deed of participation requirements, the prospectus and investment statement requirements, and certain other requirements of the Securities Act 1978, the Securities Regulations 1983, and the Securities Regulations 2009. Certain changes are made to align the terms of this notice with those of the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 (the 2002 Exemption Notice). For example, it is no longer a condition of the exemptions that the French issuer reports annually to the Securities Commission (the Commission).
This notice also exempts (subject to conditions) registered banks and overseas banks in respect of debt or participatory securities offered in connection with participation in employee share purchase schemes. The exemptions are from the same requirements as the main exemption and also from the trustee and trust deed requirements of the Securities Act 1978, and are based on exemptions contained in the 2002 Exemption Notice.
The Commission considers that it is appropriate to grant the exemptions because—
the situation of employee share purchase schemes established by French issuers is similar to that covered by the 2002 Exemption Notice. The 2002 Exemption Notice recognises that issuers incorporated under the laws of certain jurisdictions, and whose shares are listed on an exchange in certain jurisdictions, are already subject to an appropriate level of regulation in respect of offers of shares to employees. In addition, the cost of producing a prospectus and investment statement to comply with New Zealand law may preclude offers being made to New Zealand employees by French issuers:
some French issuers are unable to comply with the 2002 Exemption Notice. This is because the offers involve a particular vehicle for offering securities to employees, known as a Fonds Commun de Placement d'Enterprise, that is not covered by the 2002 Exemption Notice. However, the Commission is satisfied that the policy of the 2002 Exemption Notice should apply in this case:
Note: The preceding statement of reasons should be read in conjunction with the statement(s) of reasons appended to the: