Dated at Wellington this 20th day of July 2010.
The Common Seal of the Securities Commission was affixed in the presence of:
N O Todd,
Statement of reasons
This notice comes into force on the day after the date of its notification in the Gazette and expires on the close of 30 June 2011.
This notice exempts, subject to conditions, HSBC Investments New Zealand Limited (HSBC) from clause 11(3)(d) of Schedule 4 of the Securities Regulations 2009 (the Regulations) in respect of an offer of units in certain unit trusts.
The unit trusts intend to invest in an investment company incorporated in the Grand Duchy of Luxembourg called HSBC Portfolios. Clause 11(3)(d) of Schedule 4 of the Regulations would otherwise require the prospectus for the offer of the units in the unit trusts to include financial statements for HSBC Portfolios or a reference to those statements (being statements that comply with, and have been registered under, the Financial Reporting Act 1993 or are prepared in accordance with New Zealand generally accepted accounting practice (NZ GAAP)).
The Securities Commission considers that the exemption is appropriate because—
HSBC is unable to include in the prospectus for the offer of the units in the unit trusts audited financial statements relating to HSBC Portfolios because HSBC Portfolios has not yet completed an accounting period, and has not registered financial statements under the Financial Reporting Act 1993 or prepared financial statements in accordance with NZ GAAP. The exemption allows HSBC to make an offer to New Zealand investors without waiting until HSBC Portfolios has completed an accounting period, and without registering financial statements under the Financial Reporting Act 1993 or preparing financial statements in accordance with NZ GAAP:
alternative unaudited interim financial statements for HSBC Portfolios will provide the best available information about the financial circumstances of HSBC Portfolios. The provision of this information means that New Zealand investors are not materially disadvantaged in considering the financial circumstances of HSBC Portfolios:
the conditions of exemption mean that investors will be warned that the interim financial statements of HSBC Portfolios are not audited, are for the period starting on 21 July 2009 and ending on 31 January 2010, and are prepared in accordance with the law and generally accepted accounting principles of the Grand Duchy of Luxembourg.