Dated at Wellington this 15th day of October 2012.
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, amends the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 (the principal notice) to name Jacobs Associates as a specified overseas issuer for the purposes of that notice.
The Financial Markets Authority (FMA), after satisfying itself as to the matters set out in section 70B(2) of the Securities Act 1978, considers it appropriate to amend the principal notice to include Jacobs Associates because—
FMA considers that appropriate criteria for naming 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:
Jacobs Associates is incorporated in the United States of America, a jurisdiction named in Schedule 2 of the principal notice:
FMA considers that the arrangements for an internal market for the sales of the common stock in Jacobs Associates and the repurchase facilities offered by Jacobs Associates provide sufficient liquidity for the common stock, when assessed together with the required disclosure of the terms of the offer, which will explain the restrictions shareholders may face in selling their common stock under the scheme:
in the circumstances that the exemptions only apply to securities allotted under Jacobs Associates' employee share purchase scheme and because this entity meets the criteria above (so is subject to an appropriate regulatory regime and has in place arrangements to provide sufficient liquidity and disclosure about common stock sale restrictions), FMA considers the exemptions will not cause significant detriment to subscribers and that the exemptions are not broader than is reasonably necessary to address the matters that gave rise to them.
Date of notification in Gazette: 18 October 2012.
This notice is administered by the Financial Markets Authority.