Dated at Wellington this 10th day of December 2012.
Head of Primary Regulatory Operations.
Statement of reasons
This notice amends the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 (the principal notice) to—
remove PA Consulting Group Limited (former PA Consulting) as a specified overseas issuer for the purposes of that notice (with the amendment coming into force on 14 December 2012); and
name another company (which is currently called PACG2 Limited but which is to be renamed as PA Consulting Group Limited) (new PA Consulting) as a specified overseas issuer for the purposes of that notice (with the amendment coming into force on 31 December 2013).
The principal notice exempts specified overseas issuers from various requirements of the Securities Act 1978 (the Act) and the Securities Regulations 2009 (including prospectus and investment statement requirements) in respect of securities offered under an employee share purchase scheme.
The Financial Markets Authority, after satisfying itself as to the matters set out in section 70B(2) of the Act, considers it appropriate to amend the principal notice because—
the reference to former PA Consulting in Schedule 1 will be redundant following a reorganisation of the PA Consulting Group, because this entity will no longer exist; and
the Financial Markets Authority 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; and
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 the Financial Markets Authority considers the arrangements provide adequate liquidity for security holders and adequate information to assist their decision making; and
the Financial Markets Authority considers that, in light of these criteria, it is appropriate to name new PA Consulting as a specified overseas issuer because—
new PA Consulting is incorporated in the United Kingdom, a jurisdiction named in Schedule 2 of the principal notice. This jurisdiction is recognised as having in place a legal and regulatory framework that imposes disclosure requirements for the offer of securities to employees under an employee share purchase scheme that is broadly comparable to the requirements under the laws of New Zealand; and
the Financial Markets Authority considers that the internal market for the sale of shares in new PA Consulting to be provided by new PA Consulting will provide adequate liquidity for employees who are shareholders and adequate information to assist in their decision making; and
in the circumstances that the exemptions only apply to securities allotted under new PA Consulting's employee share purchase schemes and because this entity meets the criteria above, the Financial Markets Authority considers that 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: 13 December 2012.
This notice is administered by the Financial Markets Authority.