Dated at Wellington this 14th day of December 2010.
The Common Seal of the Securities Commission was affixed in the presence of:
Statement of reasons
This notice, which comes into force on the day after the date of its notification in the Gazette, amends the Securities Act (Transition to Securities Regulations 2009) Exemption Notice 2010 to—
The principal notice relates to the transition from the Securities Regulations 1983 (the 1983 regulations) to the Securities Regulations 2009 (the 2009 regulations). The principal notice allows issuers to continue to rely on certain class notices specified in the principal notice that contain exemptions from the 1983 regulations (the class notices).
The Securities Commission considers that it is appropriate to extend the expiry and application of the principal notice because—
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 class notices 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 was 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 the principal 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. Some further time is required to finalise consultation and drafting of the proposed new class exemptions that will replace the class notices:
in all cases, the existing class notices may only be relied on by an entity that meets particular incorporation criteria or by an entity that engages 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 may only be incidentally relied on by an issuer in the context of a more general offer of securities to the public as a means to enable the issuer to continue to provide disclosure that is compliant with the 1983 regulations (when the 2009 regulations would otherwise apply).
Date of notification in Gazette: 16 December 2010.
This notice is administered by the Securities Commission.