Dated at Wellington this 18th day of June 2012.
Head of Primary Regulatory Operations.
Statement of reasons
This notice, which comes into force on 22 June 2012, amends the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 (the principal notice) to name PA Consulting Group Limited (PA Consulting) as a specified overseas issuer for the purposes of that notice.
The Financial Markets Authority (FMA), after satisfying itself of the matters set out in section 70B(2) of the Securities Act 1978, considers that it is appropriate to amend the principal notice to include PA Consulting in Schedule 1 because—
FMA considers that appropriate criteria for considering applications for the naming of an overseas company as a specified overseas issuer are that the company should—
be incorporated in a jurisdiction specified in Schedule 2 of the principal notice:
have in place arrangements for eligible persons to sell securities acquired by them under the employee share purchase scheme, either through an alternative or internal market or through a repurchase facility, where FMA considers the arrangements provide adequate liquidity for security holders and adequate information to assist their decision making:
PA Consulting is incorporated in the United Kingdom, a jurisdiction named in Schedule 2 of the principal notice:
FMA considers that the arrangements for an internal market for the sale of the shares in PA Consulting provide sufficient liquidity and sufficient information for employee shareholders:
in the circumstances that the exemptions only apply to securities allotted under PA Consulting’s employee share purchase scheme and because PA Consulting meets the criteria above (so is subject to an appropriate regulatory regime and has in place arrangements for an internal market for the sale of shares so providing liquidity for those shares), FMA considers the exemptions will not cause significant detriment to subscribers and that the exemptions are not broader than reasonably necessary to address the matters that gave rise to them.
Date of notification in Gazette: 21 June 2012.
This notice is administered by the Financial Markets Authority.