This note is not part of the regulations, but is intended to indicate their general effect.
These regulations, which come into force on 30 November 2014, amend the Securities Regulations 2009 (the 2009 regulations).
The 2009 regulations contain various references to financial statements that comply with, and are registered under, the Financial Reporting Act 1993 (the 1993 Act). The 1993 Act was repealed on 1 April 2014 by the Financial Reporting Act 2013 (the 2013 Act).
Under a transitional provision in section 55 of the 2013 Act, the 1993 Act continues to apply to issuers. Generally speaking, the 1993 Act will cease to apply to an issuer when the issuer becomes an FMC reporting entity under section 451 of the Financial Markets Conduct Act 2013 (the FMCA) and is required to prepare financial statements under that Act. See also clause 20 of Schedule 4 of the FMCA (which provides for issuers to become FMC reporting entities).
The main effect of the amendments is to—
provide for the 1993 Act to continue to apply despite its repeal for the purposes of the 2009 regulations; and
allow requirements in the 2009 regulations relating to financial statements to be satisfied by preparing financial statements in accordance with generally accepted accounting practice as defined in the 2013 Act.
The amendments also replace references to public issuers, registered markets, and registered exchanges with references to listed issuers, licensed markets, and licensed market operators respectively (although concepts under the Securities Markets Act 1988 continue to be relevant in respect of actions, events, or circumstances occurring or existing before 1 December 2014).
The 2009 regulations will continue to be relevant even after those regulations are revoked on 1 December 2014 (when the main substantive parts of the FMCA come into force). Under Part 1 of Schedule 4 of the FMCA, the Securities Act 1978 and the 2009 regulations may continue to apply to an offer of securities up until the date that is 2 years after those main substantive parts come into force. The changes to the 2009 regulations ensure that these regulations can continue to be used during this transitional period.