Securities Act (Transition to Securities Regulations 2009) Exemption Notice 2010

  • expired
  • Securities Act (Transition to Securities Regulations 2009) Exemption Notice 2010: expired, on 1 April 2011, by clause 3.

Reprint
as at 1 April 2011

Coat of Arms of New Zealand

Securities Act (Transition to Securities Regulations 2009) Exemption Notice 2010

(SR 2010/181)

  • Securities Act (Transition to Securities Regulations 2009) Exemption Notice 2010: expired, on 1 April 2011, 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 (Transition to Securities Regulations 2009) Exemption Notice 2010.

2 Commencement
  • This notice comes into force on the day after the date of its notification in the Gazette.

3 Expiry
  • This notice expires on the close of 31 March 2011.

    Clause 3: amended, on 17 December 2010, by clause 4 of the Securities Act (Transition to Securities Regulations 2009) Exemption Notice 2010 Amendment Notice 2010 (SR 2010/473).

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

    1983 regulations means the Securities Regulations 1983

    2009 regulations means the Securities Regulations 2009

    Act means the Securities Act 1978

    class notice means a notice specified in the Schedule

    exempted person means a person that, under the terms of a class notice, is exempted from any provision of the 1983 regulations

    specified securities means securities that are offered by an exempted person under a prospectus that is registered—

    • (a) on or after 1 July 2010; but

    • (b) before the close of 31 March 2011.

    (2) Any term or expression that is defined in the Act or the 2009 regulations and used, but not defined, in this notice has the same meaning as in the Act or the 2009 regulations.

    Clause 4(1) specified securities paragraph (b): amended, on 17 December 2010, by clause 5 of the Securities Act (Transition to Securities Regulations 2009) Exemption Notice 2010 Amendment Notice 2010 (SR 2010/473).

5 Exemptions from various parts of Securities Regulations 2009
  • Every exempted person and every person acting on its behalf is exempted from Parts 1 to 4 and Schedules 1 to 14 of the 2009 regulations in respect of the specified securities.

6 Conditions
  • (1) The exemptions in clause 5 are subject to the conditions that—

    • (a) the offer of the specified securities must be made in accordance with—

      • (i) at least 1 exemption from a provision of the 1983 regulations contained in a class notice; and

      • (ii) the Act and the 1983 regulations (as in force immediately before the commencement of this notice), but subject to any exemptions from the provisions of the Act or the 1983 regulations granted under section 5(5) of the Act; and

    • (b) the terms and conditions in the class notice referred to in paragraph (a)(i) that relate to the exemptions that are being relied on in respect of the specified securities must be complied with; and

    • (c) the registered prospectus for the offer of the specified securities must include a statement to the effect that the 1983 regulations apply to the offer subject to a class notice.

    (2) For the purposes of subclause (1)(c), the statement—

    • (a) must name the class notice referred to in that paragraph; and

    • (b) may include additional information about an exemption granted under section 5(5) of the Act that is necessary to ensure that the statement is not misleading.


Dated at Wellington this 29th day of June 2010.

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

[Seal]

J Diplock,
Chairperson.


Statement of reasons

Note: the following statement of reasons should be read in conjunction with the statement(s) of reason appended to:

This notice comes into force on the day after the date of its notification in the Gazette and expires on 31 December 2010.

This notice relates to the transition from the Securities Regulations 1983 (the 1983 regulations) to the Securities Regulations 2009 (the 2009 regulations).

A small number of existing class exemption notices identified in the Schedule of this notice (the class notices) contain exemptions from the 1983 regulations. To enable issuers to continue to rely on those exemptions, this notice gives exemptions from various parts of the 2009 regulations on the conditions that the relevant offer is made in accordance with the 1983 regulations and the terms and conditions of the relevant class notice.

The Securities Commission (the Commission) considers that it is appropriate to grant the exemptions for the following reasons:

  • the 2009 regulations provide for the revocation of the 1983 regulations on the close of 30 June 2010. The 2009 regulations apply to offers of securities made after this date except in limited circumstances provided for by the transitional and application provisions of the 2009 regulations:

  • the Commission granted exemptions by means of the Securities Act (Transition to Securities Regulations 2009) Exemption Notice 2009 (the 2009 notice) to provide for certain exemptions from provisions of the 2009 regulations where exemptions are available from equivalent provisions of the 1983 regulations. These exemptions were provided in respect of situations where the 2009 regulations have not introduced significantly different or additional requirements. The notice also granted equivalent exemptions in the case of exemptions from all of the requirements of the 1983 regulations or of a particular schedule of those regulations:

  • some provisions of the 2009 regulations are loosely equivalent to provisions of the 1983 regulations but prescribe significantly different or additional requirements to those in the 1983 regulations. The 2009 notice does not provide exemptions from those provisions of the 2009 regulations. The class notices, however, include exemptions from those provisions of the 1983 regulations. Any exemption granted from those provisions of the 1983 regulations needs to be considered in the context of its circumstances to determine whether exemptions from any equivalent provisions in the 2009 regulations are appropriate:

  • more time is required to consider and consult on whether to grant similar exemptions from the 2009 regulations to those that are currently available from the 1983 regulations under the class notices. The exemptions in this notice address the difficulties issuers may have in complying with the 2009 regulations without being able to rely on similar exemptions from provisions of the 2009 regulations to those that are provided by the class notices:

  • in all cases, the class notices are only able to be relied on by an entity meeting particular incorporation criteria or by an entity engaging in a specifically defined transaction that involves an offer of securities to the public. In each case, the relevant class exemption provides a package of exemptions subject to conditions that are appropriate for the entity or to facilitate the transaction. In these circumstances, the class exemptions are not able to be incidentally relied on in the context of a more general offer of securities to the public as a means to enable an issuer to continue to provide disclosure compliant with the 1983 regulations (when the 2009 regulations would otherwise apply).

Note: the preceding statement of reasons should be read in conjunction with the statement(s) of reason appended to:


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

Date of notification in Gazette: 30 June 2010.


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 (Transition to Securities Regulations 2009) Exemption Notice 2010. The reprint incorporates all the amendments to the notice as at 1 April 2011, 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)