Financial Reporting Act (Fisher & Paykel Finance Limited Group) Exemption Notice 2012

2012/184

Coat of Arms of New Zealand

Financial Reporting Act (Fisher & Paykel Finance Limited Group) Exemption Notice 2012

Pursuant to section 4B of the Financial Reporting Act 1993, the Financial Markets Authority gives the following notice (to which is appended a statement of reasons of the Financial Markets Authority).

Notice

1 Title
  • This notice is the Financial Reporting Act (Fisher & Paykel Finance Limited Group) Exemption Notice 2012.

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 30 June 2017.

4 Application
  • An exemption granted by this notice applies to the following accounting periods of an exempt person:

    • (a) an accounting period of the exempt person that commenced before the exemption is granted (including an accounting period that ended before the exemption is granted) if the exemption is granted before the financial statements or group financial statements for that period are required to be completed; and

    • (b) subsequent accounting periods.

5 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    exempt person means a subsidiary of Fisher that—

    • (a) would, but for this notice, be a recipient of money from a conduit issuer (within the meaning of section 4A of the Act) by virtue of receiving 10% or more of the money that has been raised by Fisher by the issue of debt securities offered to the public (the debt securities); and

    • (b) is part of the guaranteeing group

    Fisher means Fisher & Paykel Finance Limited

    guaranteeing group means the group comprising—

    • (a) Fisher; and

    • (b) every subsidiary of Fisher that is—

      • (i) unconditionally liable (whether or not jointly or severally with Fisher or any other person) to repay the debt securities; or

      • (ii) liable to repay the debt securities subject only to the condition that Fisher or any other person has failed to do so

    NZ IFRS 7 means the financial reporting standard known as the New Zealand Equivalent to International Financial Reporting Standard 7 (Financial Instruments: Disclosures) that has been approved or issued under the Act

    prospective investor, in relation to a debt security, means any person who, under the terms of issue of the debt security, is eligible to subscribe for the debt security.

    (2) Any term or expression that is defined in the Act and used, but not defined, in this notice has the same meaning as in the Act.

6 Exemption
  • Every exempt person is exempt from being an issuer under section 4(1)(ba) of the Act in respect of the debt securities.

7 Conditions
  • The exemption in clause 6 is subject to the conditions that—

    • (a) group financial statements for the guaranteeing group are prepared in accordance with the Act; and

    • (b) the group financial statements referred to in paragraph (a)—

      • (i) comply with NZ IFRS 7 (including Appendix E of that standard); and

      • (ii) are audited in accordance with the Act; and

    • (c) copies of the group financial statements referred to in paragraph (a) and a copy of the auditor's report on those statements are delivered to the Registrar for registration in accordance with the Act; and

    • (d) Fisher will, within 5 working days of receiving a request from a holder of a debt security or a prospective investor for a copy of the group financial statements referred to in paragraph (a), without fee, send, or cause to be sent, to that person a copy of those statements together with a copy of the auditor's report on those statements; and

    • (e) a description or list of the members of the guaranteeing group as at the date of the statement of financial position forming part of the group financial statements referred to in paragraph (a) is attached to, or contained in, copies of those statements.

Dated at Wellington this 13th day of July 2012.

 Sue Brown,
Head of Primary Regulatory Operations.


Statement of reasons

This notice, which comes into force on the day after the date of its notification in the Gazette and expires on the close of 30 June 2017, exempts certain subsidiaries of Fisher & Paykel Finance Limited (Fisher) from being issuers under section 4(1)(ba) of the Financial Reporting Act 1993 (the Act) by virtue of being recipients of money raised by Fisher from an offer of debt securities to the public.

The Financial Markets Authority (FMA) considers that it is appropriate to grant the exemption because—

  • the conduit issuer provisions of the Act 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 Act:

  • in the situation covered by this notice, investors will receive consolidated group reports that include all the financial information of the guaranteeing group:

  • the consolidated group reports are a good indication of the financial position and performance of the group as a whole. Where there are intra-group guarantees, the risk of investment is spread across this reporting group:

  • in these circumstances, FMA is satisfied that investors will have access to the information they require to evaluate the true risk of their investment and, in particular, to make an informed assessment of the guaranteeing group's financial position.


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette:19 July 2012.

This notice is administered by the Financial Markets Authority.