Dated at Wellington this 21st day of June 2013.
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 Companies) Exemption Notice 2013 (the principal notice) to add Germany to the list of jurisdictions in respect of which the exemptions in the principal notice are granted.
The principal notice exempts, subject to conditions, overseas companies who issue quoted securities to existing security holders in New Zealand from—
the requirements in section 33(2) of the Securities Act 1978 (the Act) that no debt security may be offered to the public unless the issuer has appointed a trustee and registered a signed trust deed that complies with the Act and the Securities Regulations 2009 (the regulations):
the requirements in section 33(3) of the Act that no participatory security may be offered to the public unless the issuer has appointed a statutory supervisor and registered a deed of participation that complies with the Act and the regulations:
the requirements of section 37 of the Act that securities offered to the public for subscription may not be allotted unless at the time of the subscription for the security there was a registered prospectus in relation to the security:
the requirements in section 37A of the Act in relation to the provision of investment statements, the prohibition on false or misleading statements in investment statements and prospectuses, and the date of allotment:
the requirements of section 38A of the Act in relation to statements in advertisements by experts:
the requirements in sections 51 to 54B of the Act in relation to registers of securities, accounting records, financial statements, security certificates, and the disclosure of information to investors:
the regulations (except regulation 23).
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—
it recognises the adequacy of the regulation of securities offerings in Germany. Regulation in Germany has the following characteristics:
German law requires disclosure of information for investors to an extent broadly comparable with New Zealand law:
Germany is a member of the International Organization of Securities Commissions (IOSCO) and a member of the Transitional IOSCO Board, and the Federal Financial Supervisory Authority (Germany) is a signatory of the IOSCO Multilateral Memorandum of Understanding:
Deutsche Börse AG, which operates the Frankfurt Stock Exchange, is a member of the World Federation of Exchanges and the Federation of European Securities Exchanges, and the Berlin and Stuttgart Stock Exchanges are members of the Federation of European Securities Exchanges; and
as such, Germany is comparable to other jurisdictions recognised by the principal notice; and
in these circumstances, the exemptions would not cause significant detriment to members of the New Zealand public who subscribe to the securities to which the exemptions relate, because they would benefit from broadly comparable disclosure and governance requirements; and
the extent of the exemptions are not broader than reasonably necessary to address the matters that gave rise to the exemptions by facilitating the offer to New Zealand subscribers on the basis of compliance with an adequate overseas securities law regime.
Date of notification in Gazette: 27 June 2013.
This notice is administered by the Financial Markets Authority.