Securities Act (Overseas Employee Share Purchase Schemes) Exemption Amendment Notice 2013

2013/68

Coat of Arms of New Zealand

Securities Act (Overseas Employee Share Purchase Schemes) 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 Employee Share Purchase Schemes) 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 (Interpretation)
  • In clause 4(1), definition of Regulations, replace 1983 with 2009.

6 Clause 5 amended (Exemption for specified securities)
  • In clause 5(2), replace regulation 8 with regulation 23.

7 Clause 6 amended (Exemption for savings scheme securities)
  • In clause 6(2), replace regulation 8 with regulation 23.

8 Clause 8 amended (Condition of exemptions for specified securities and savings scheme securities that other disclosure made)
  • (1) In clause 8(1)(b)(iii), after made, insert ; or.

    (2) After clause 8(1)(b), insert:

    • (c) an English version or English translation of some of the information described in paragraph (a) (which may be in 1 or more documents) and a notice stating—

      • (i) that the remaining information described in paragraph (a) is available on an Internet or intranet site operated by or on behalf of the issuer; and

      • (ii) the address of that Internet or intranet site; and

      • (iii) that the remaining information will be sent, without fee, to the person to whom the offer is made on request, and how and to whom that request may be made.

    (3) In clause 8(2), omit of Companies.

9 Schedule 1 amended
  • (1) In Schedule 1, revoke the items set out in the Schedule of this notice.

    (2) In Schedule 1, item relating to Clemenger Communications Limited, replace Communications with Group.

10 Schedule 2 amended
  • In Schedule 2, insert in their appropriate alphabetical order:

    Hong Kong

    Spain.


Schedule
Items to be revoked in Schedule 1

cl 9(1)

ABN AMRO Australia Holdings Pty Limited (a company incorporated under the laws of Australia)

AECOM Technology Corporation (a corporation incorporated under the laws of Delaware, United States of America)

Airclaims Group Holdings Limited (a company incorporated under the laws of the United Kingdom)

Danfoss A/S (a company incorporated under the laws of Denmark)

Dated at Wellington this 26th day of March 2013.

Sue Brown,
Head of Primary Regulations 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). 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 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 appropriate to include Hong Kong and Spain in the list of specified overseas jurisdictions in Schedule 2 of the principal notice in view of the following factors:

    • the laws of Hong Kong and Spain require disclosure of information for investors to an extent broadly comparable with New Zealand securities law:

    • both the Securities and Futures Commission in Hong Kong and the Comisión Nacional del Mercado de Valores in Spain are members of the International Organization of Securities Commissions (IOSCO) and signatories to the IOSCO Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information:

    • both Hong Kong Exchanges and Clearing Limited and the Bolsas y Mercados Españoles are members of the World Federation of Exchanges, and the Bolsas y Mercados Españoles is also a member of the Federation of European Securities Exchanges:

  • given the increased use of provision and receipt of information electronically, it is appropriate to allow flexibility in how an overseas issuer satisfies the condition in the principal notice to provide information to subscribers on an offer under an employee share purchase plan. In particular, FMA considers that permitting some information to be provided directly to subscribers and other information to be made available on the Internet or an intranet will not negatively impact on ensuring that subscribers get all the information they require to decide whether to invest:

  • it is necessary to update the list of specified overseas issuers in Schedule 1 of the principal notice, update the principal notice in light of legislative amendments, and 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, FMA 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.