This note is not part of the regulations, but is intended to indicate their general effect.
These regulations, which come into force on 1 July 2011, amend the Securities Regulations 2009 (the 2009 regulations). Most of the amendments are to align the 2009 regulations with changes made to the securities and KiwiSaver regimes by the KiwiSaver Amendment Act 2011, the Securities Amendment Act 2011, and the Securities Markets Amendment Act 2011 (the amending Acts). The regulations also make minor and technical consequential amendments arising from the amending Acts and the Financial Advisers Act 2008.
The amendments are not intended to require immediate revision of investment statements or prospectuses. Accordingly,—
regulation 16 provides that the 2009 regulations, as in force immediately before their amendment by these regulations, continue to apply to an investment statement if the date of the investment statement is earlier than 1 August 2011. This does not prevent an investment statement from complying with the amended regulations before 1 August 2011:
regulations 17 and 18 provide that Schedule 6 of the 2009 regulations continues to apply to a prospectus, and clause 3(5) of Schedule 13 of the 2009 regulations applies to an investment statement, of an existing KiwiSaver scheme (other than a restricted scheme) before its effective date (see section 57 of the KiwiSaver Amendment Act 2011), unless the prospectus or investment statement relates only to interests in the scheme to be allotted on or after the scheme's effective date.
Regulations 16 to 18 do not purport to limit section 34(1)(b) or 37A(1)(b) of the Securities Act 1978.
In summary, the amendments to the 2009 regulations are as follows.
Regulation 4 amends regulation 4(1) of the 2009 regulations, which is an interpretation provision, to incorporate new definitions that were introduced by the amending Acts. The new definition of date of the investment statement is relevant to the new investment statements requirements introduced by these regulations (see the changes to Schedule 13 made by regulation 14).
Regulation 5 amends regulation 5 of the 2009 regulations, which specifies the matters that must be contained in a full registered prospectus. The effect of the amendment is that a registered prospectus relating to an offer of interests in a KiwiSaver scheme (other than a restricted scheme, as defined in section 4(1) of the KiwiSaver Act 2006) must contain the information, statements, and other matters set out in new Schedule 5A.
Regulation 6 consequentially amends regulation 18 of the 2009 regulations, which specifies the documents to be attached to a prospectus delivered for registration, to add references to new Schedule 5A.
Regulation 7 amends regulation 39 of the 2009 regulations to replace references to a registered exchange with references to a registered market. This reflects the change in terminology effected by the Securities Markets Amendment Act 2011.
Regulation 8 amends regulation 47 of the 2009 regulations to update cross-references to the Securities Act 1978 (resulting from changes made by the Securities Amendment Act 2011).
Regulation 10 inserts new Schedule 5A into the 2009 regulations. The new schedule sets out the matters to be contained in a full registered prospectus for a KiwiSaver scheme other than a restricted scheme. The requirements under new Schedule 5A are similar to those under Schedule 4 of the 2009 regulations.
Regulations 11, 12, and 13 amend Schedules 10, 11, and 12 of the 2009 regulations to replace references to a registered exchange with references to a registered market. This reflects the change in terminology effected by the Securities Markets Amendment Act 2011.
Regulation 14 amends Schedule 13 of the 2009 regulations, which sets out the matters to be contained in investment statements. As a result of the amendments,—
the information at the front of investment statements will include references to the new financial advisers regime and the Financial Markets Authority:
the names of directors and all addresses must be stated as at the date of the investment statement. This means that (provided all other requirements set out in the Securities Act 1978, including section 37A(1)(b), are met) there will be no need to produce a new investment statement each time the name of a director or a stated address changes:
investment statements will include a statement to make security holders and prospective investors aware that some names and addresses may change after the date of the investment statement and of where and how up-to-date names and addresses may be obtained:
an investment statement for a KiwiSaver scheme (other than a restricted scheme) will include the details of its manager, administration manager (if any), directors of the manager, and the KiwiSaver trustee. This aligns the requirements for KiwiSaver schemes with the requirements for unit trusts rather than superannuation schemes, which reflects the structural changes to KiwiSaver schemes effected by the KiwiSaver Amendment Act 2011:
investment statements will refer to complaints to an approved dispute resolution scheme rather than complaints to an ombudsman.