Dated at Wellington this 29th day of June 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 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: