Securities Act (Royal Dutch Shell plc) Exemption Notice 2010

  • expired
  • Securities Act (Royal Dutch Shell plc) Exemption Notice 2010: expired, on 1 September 2015, by clause 3.

Reprint as at 1 September 2015

Coat of Arms of New Zealand

Securities Act (Royal Dutch Shell plc) Exemption Notice 2010

(SR 2010/249)

Securities Act (Royal Dutch Shell plc) Exemption Notice 2010: expired, on 1 September 2015, by clause 3.

Note

Changes authorised by subpart 2 of Part 2 of the Legislation Act 2012 have been made in this official reprint.

Note 4 at the end of this reprint provides a list of the amendments incorporated.

This notice is administered by the Financial Markets Authority.

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 (Royal Dutch Shell plc) 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 August 2015.

4 Interpretation

(1)

In this notice, unless the context otherwise requires,—

Act means the Securities Act 1978

eligible person means a person who is an employee or a director of a specified employer at the time debt securities are offered to that person in connection with an employee share purchase scheme

employee share purchase scheme means a scheme established by RDS under which eligible persons may acquire ordinary shares, or rights or options to acquire ordinary shares, issued by RDS

overseas bank means a bank licensed or authorised by the central banking authority of a country other than New Zealand to carry on banking business in that country

published financial statements means financial statements that are published, issued, or prepared in accordance with the laws of the United Kingdom

RDS means Royal Dutch Shell plc, a company incorporated in England

registered bank has the same meaning as in section 2(1) of the Reserve Bank of New Zealand Act 1989

Regulations means the Securities Regulations 2009

savings scheme issuer means—

(a)

a registered bank; or

(b)

an overseas bank; or

(c)

a specified employer

specified employer means—

(a)

Shell Todd Oil Services Limited; or

(b)

any subsidiary of RDS.

(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 Exemptions from sections 33(2), 37, 37A, 38A, and 51 to 54B of Act and from Regulations (except regulation 23)

Every savings scheme issuer and every person acting on its behalf is exempted from sections 33(2), 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 23) in respect of any debt securities that are—

(a)

offered only to eligible persons; and

(b)

issued by the savings scheme issuer in connection with an employee share purchase scheme.

6 Conditions of exemptions in clause 5

(1)

The exemptions in clause 5 are subject to the condition that the person to whom the offer of debt securities is made has received, before subscribing for the debt securities,—

(a)

an English version or English translation of the following information (which may be in 1 or more documents):

(i)

the most recent annual report of RDS; and

(ii)

the most recent published financial statements of RDS; and

(iii)

the current rules of the employee share purchase scheme to which the debt securities relate, or a summary of those rules; and

(iv)

the terms of the offer in New Zealand; or

(b)

a notice stating—

(i)

that the information described in paragraph (a) is available on an Internet or intranet site operated by or on behalf of RDS; and

(ii)

the address of that Internet or intranet site; and

(iii)

that the information will be sent, without fee, to the person to whom the offer is made on request, and how and to whom that request may be made.

(2)

The exemptions in clause 5 are also subject to the condition that the information described in subclause (1)(a) is received by the Registrar of Companies before the date of allotment of the debt securities.

7 Condition of exemption from section 33(2) of Act

The exemption in clause 5 from section 33(2) of the Act is subject to the further condition that the subscriptions received from the debt securities are held in a bank account that holds only those subscriptions until the earlier of the following events:

(a)

the debt securities offered in connection with the employee share purchase scheme are allotted; or

(b)

the subscriptions are disposed of in accordance with the employee share purchase scheme.

Dated at Wellington this 17th day of August 2010.

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

[Seal]

N O Todd,
Member.

Statement of reasons

This notice, which comes into force on the day after the date of its notification in the Gazette and expires on 31 August 2015, replaces the Securities Act (Royal Dutch Shell plc) Exemption Notice 2006 (the 2006 notice), which expired on 31 July 2010.

This new exemption notice renews the exemptions in the 2006 notice and exempts registered banks, overseas banks, Shell Todd Oil Services Limited (Shell Todd), and any subsidiary of Royal Dutch Shell plc (RDS), and any person acting on behalf of any of them, from sections 33(2), 37, 37A, 38A, and 51 to 54B of the Securities Act 1978 and the Securities Regulations 2009 (except regulation 23) (the 2009 regulations).

The exemptions apply, subject to the same conditions that were specified in the 2006 notice, to debt securities issued to employees or directors of Shell Todd or a subsidiary of RDS in connection with an employee share purchase scheme.

The Securities Commission considers that it is appropriate to renew the exemptions granted in the 2006 notice because—

  • one of the companies operated by the Shell Group in New Zealand is a 50/50 joint venture company owned by Shell (Petroleum Mining) Company Limited and Todd Petroleum Mining Company Limited. The Shell Group will extend the offer of debt securities to employees of that company. Those employees are likely to have knowledge of RDS on the basis of their employment with the joint venture company. The offer to those employees prevents reliance on the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 (the OESPS class exemption), because the joint venture company is not a subsidiary of RDS. In other respects the offer would comply with the OESPS class exemption:

  • it is similar in all material respects to the exemptions granted in the 2006 notice, as well as to exemptions granted previously to another issuer. The Securities Commission considers the exemptions are consistent with the policy of the OESPS class exemption and with the previous exemptions:

  • the exemption from the 2009 regulations (except regulation 23) has the same effect as the previous exemption from the Securities Regulations 1983 (except regulation 8) in the 2006 notice. This is because the 2009 regulations have not introduced requirements significantly different from or additional to those in the 2006 notice.

Issued under the authority of the Legislation Act 2012.

Date of notification in Gazette: 19 August 2010.

Reprints notes
1 General

This is a reprint of the Securities Act (Royal Dutch Shell plc) Exemption Notice 2010 that incorporates all the amendments to that notice as at the date of the last amendment to it.

2 Legal status

Reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by any amendments to that enactment. Section 18 of the Legislation Act 2012 provides that this reprint, published in electronic form, has the status of an official version under section 17 of that Act. A printed version of the reprint produced directly from this official electronic version also has official status.

3 Editorial and format changes

Editorial and format changes to reprints are made using the powers under sections 24 to 26 of the Legislation Act 2012. See also http://www.pco.parliament.govt.nz/editorial-conventions/.

4 Amendments incorporated in this reprint

Securities Act (Royal Dutch Shell plc) Exemption Notice 2010 (SR 2010/249): clause 3