Dated at Wellington this 2nd day of September 2011.
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 31 December 2016.
This notice exempts Goodman Fielder Treasury Pty Limited (GFTP) from being an issuer under the Financial Reporting Act 1993 as a consequence of being a recipient of money raised by Goodman Fielder New Zealand Limited from an offer of debt securities to the public.
The effect of the exemption is that GFTP will not be required to file individual or group audited financial statements as a consequence of falling within subsection (1)(ba) of the definition of issuer in section 4 of the Financial Reporting Act 1993. The exemption is subject to conditions.
The Financial Markets Authority considers that it is appropriate to grant the exemption for the following reasons:
the conduit issuer provisions of the Financial Reporting Act 1993 were introduced to require public reporting by entities that have the effective use of funds raised from the public, but which have structured themselves in such a way as to avoid being issuers under the law and depriving investors of the information to evaluate the true risk of their investment. In this case, it was transparent from when the conduit issuer first offered the securities that GFTP would be the recipient of the funds, and the purpose for which the funds would be used. It appears that GFTP received the funds because of the operating structure of the group rather than because of any objective to avoid information disclosure:
the group financial statements of Goodman Fielder Limited (which is the parent of GFTP and a guarantor of the debt securities) are required to be registered with the New Zealand Companies Office. The group financial statements of Goodman Fielder Limited are also available on the ASX, NZX, and Goodman Fielder Internet sites:
the financial statements of the New Zealand branch of GFTP are required to be registered with the New Zealand Companies Office. GFTP is currently already exempt from the requirement to prepare financial statements, except in relation to its New Zealand branch, under 2 existing exemptions referred to in clause 8 of this notice:
investors who request the financial statements of GFTP will be provided with its New Zealand branch financial statements, the group financial statements of Goodman Fielder Limited, and additional information prescribed by the Securities Act (Goodman Fielder New Zealand) Exemption Notice 2010. This information is designed to provide investors with a reasonable basis to assess the financial position of the guaranteeing group. The additional information under that 2010 notice must continue to be provided until the expiry of this notice on 31 December 2016, even though that 2010 notice expires a year earlier on 31 December 2015:
in these circumstances, the Financial Markets Authority is satisfied that investors will have access to the information they require to evaluate the true risk of their investment and particularly to make an informed assessment of the guaranteeing group's financial position.
Date of notification in Gazette: 8 September 2011.
This notice is administered by the Financial Markets Authority.