Securities Act (Overseas Listed Issuers) Exemption Amendment Notice 2013

2013/67

Coat of Arms of New Zealand

Securities Act (Overseas Listed Issuers) Exemption Amendment Notice 2013

Pursuant to sections 70B and 70D of the Securities Act 1978, 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 Securities Act (Overseas Listed Issuers) Exemption Amendment Notice 2013.

2 Commencement
  • This notice comes into force on the day after the date of its notification in the Gazette.

3 Principal notice
4 Clause 3 amended (Expiry)
  • In clause 3, replace 31 March 2013 with 30 September 2017.

5 Clause 4 amended (Application)
  • Replace clause 4(1) with:

    • (1) Nothing in this notice applies in relation to offers or allotments of securities or in relation to securities to which either of the following applies:

      • (a) the Securities Act (Overseas Companies) Exemption Notice 2013; or

      • (b) any earlier notice that, with or without modification, was replaced by the Securities Act (Overseas Companies) Exemption Notice 2013.

6 Clause 5 amended (Interpretation)
  • (1) In clause 5(1), insert in their appropriate alphabetical order:

    NZX means NZX Limited

    NZX market means any securities market operated by NZX.

    (2) In clause 5(1), definition of overseas prospectus, replace paragraph (d) with:

    • (d) that contains no statement referring to a listing or an intended listing on an NZX market other than a statement that has been approved by NZX.

    (3) In clause 5(1), definition of Regulations, replace 1983 with 2009.

7 Clause 6 amended (Exemption)
  • (1) In clause 6(1)(b), replace 11 to 18 and 21 to 23 with 25 to 30, 35, 38, and 39.

    (2) In clause 6(2)(b), replace 11 to 18 and 21 to 23 with 25 to 30, 35, 38, and 39.

8 Clause 8 amended (Documents to be received by Registrar of Companies)
  • (1) In the heading to clause 8, delete of Companies.

    (2) In clause 8, delete of Companies.

9 Clause 9 amended (Investment statements)
  • (1) In clause 9(1)(a)(vi), delete of Companies.

    (2) Replace clause 9(1)(a)(vii) with:

    • (vii) that it is not a condition of this notice that the overseas issuer be listed on an NZX market and that, if the overseas issuer is not listed on an NZX market, New Zealand resident investors may not have access to information concerning the overseas issuer in the same way as they would have in relation to an issuer listed on an NZX market; and.

    (3) Replace clause 9(1)(c) with:

    • (c) contains no statement referring to a listing or intended listing on an NZX market other than a statement that has been approved by NZX; and.

Dated at Wellington this 26th day of March 2013.

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, amends the Securities Act (Overseas Listed Issuers) Exemption Notice 2002 (the principal notice). The Financial Markets Authority, after satisfying itself as to the matters set out in section 70B(2) of the Securities Act 1978, considers that the amendments to the principal notice are appropriate because—

  • the exemptions under the principal notice have been in place for a number of years, and the policy reasons for the notice remain valid and relevant. Consultation with market participants by the Financial Markets Authority demonstrates continued reliance on these exemptions:

  • it is necessary to update the principal notice in light of legislative amendments and a change to the name of New Zealand's securities exchange, and to generally improve the clarity of the principal notice:

  • given the continuing validity and relevance of the exemptions, the continued reliance on the exemptions, and the matters noted above, the Financial Markets Authority considers that the exemptions will not cause significant detriment to subscribers, and that they are not broader than reasonably necessary to address the matters that gave rise to the exemptions.


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

Date of notification in Gazette: 28 March 2013.

This notice is administered by the Financial Markets Authority.