Overseas Investment Act 2005

7 Who are overseas persons

(1)

[Repealed]

(2)

In this Act, overseas person means—

(a)

an individual who is neither a New Zealand citizen nor ordinarily resident in New Zealand; or

(b)

a body corporate that is incorporated outside New Zealand or is a more than 25% subsidiary of a body corporate incorporated outside New Zealand; or

(c)

a body corporate—

(i)

that is a New Zealand listed issuer; and

(ii)

that meets the ownership test in subsection (3)(a), or the control test in subsection (3)(b), or both; or

(d)

a body corporate (A) (other than a New Zealand listed issuer) if an overseas person or persons have—

(i)

more than 25% of any class of A’s securities; or

(ii)

the power to control the composition of more than 25% of A’s governing body; or

(iii)

the right to exercise or control the exercise of more than 25% of the voting power at a meeting of A; or

(e)

a partnership, unincorporated joint venture, or other unincorporated body of persons (other than a trust or unit trust or managed investment scheme or limited partnership) (A) if—

(i)

more than 25% of A’s partners or members are overseas persons; or

(ii)

an overseas person or persons have a beneficial interest in or entitlement to more than 25% of A’s profits or assets (including on A’s winding up); or

(iii)

an overseas person or persons have the right to exercise or control the exercise of more than 25% of the voting power at a meeting of A; or

(f)

a trust (A) (other than a managed investment scheme) if—

(i)

more than 25% of A’s governing body are overseas persons; or

(ii)

an overseas person or persons have a beneficial interest in or entitlement to more than 25% of A’s trust property; or

(iii)

more than 25% of the persons having the right to amend or control the amendment of A’s trust deed are overseas persons; or

(iv)

more than 25% of the persons having the right to control the composition of A’s governing body are overseas persons; or

(g)

a unit trust (A) (other than a managed investment scheme) if—

(i)

the manager or trustee, or both, are overseas persons; or

(ii)

an overseas person or persons have a beneficial interest in or entitlement to more than 25% of A’s trust property; or

(h)

a managed investment scheme—

(i)

that is a New Zealand listed issuer; and

(ii)

that meets the ownership test in subsection (4)(a), or the control test in subsection (4)(b), or both; or

(i)

a managed investment scheme (other than a New Zealand listed issuer) if—

(i)

the manager or the trustee (as the case may be) is an overseas person; or

(ii)

more than 25% of the value of the investment products in the managed investment scheme is invested on behalf of overseas persons; or

(j)

an overseas limited partnership within the meaning set out in section 4 of the Limited Partnerships Act 2008; or

(k)

any other limited partnership registered under the Limited Partnerships Act 2008 (A) if—

(i)

a general partner of A is an overseas person; or

(ii)

more than 25% of the persons having the right to control the composition of the governing body of A are overseas persons; or

(iii)

more than 25% of the partnership interests (as defined in that Act) of the partners of A are held by overseas persons; or

(iv)

an overseas person or persons have the right to exercise or control the exercise of more than 25% of the voting power at a meeting of the partners of A.

(3)

For the purpose of applying subsection (2)(c)(ii) to a New Zealand listed issuer that is a body corporate (A),—

(a)

the ownership test is that an overseas person has, or 2 or more overseas persons cumulatively have, a beneficial entitlement to, or a beneficial interest in, 50% or more of A’s securities:

(b)

the control test is that—

(i)

at least 1 overseas person (alone or together with its associates) has a beneficial entitlement to, or a beneficial interest in, 10% or more of any class of A’s securities that confer control rights; and

(ii)

when the interests of each overseas person to which subparagraph (i) applies are added together, those overseas persons cumulatively have the right to—

(A)

control the composition of 50% or more of A’s governing body; or

(B)

exercise or control the exercise of more than 25% of the voting power at a meeting of A.

(4)

For the purpose of applying subsection (2)(h)(ii) to a New Zealand listed issuer that is a managed investment scheme (A),—

(a)

the ownership test is that 50% or more of the value of the managed investment products in A is invested on behalf of overseas persons:

(b)

the control test is that more than 25% of the managed investment products in A that entitle holders to vote are beneficially owned by or on behalf of overseas persons who each beneficially own 10% or more of those products (alone or together with their associates).

(5)

Terms used in subsections (2)(i) and (4) have the same meanings as in the Financial Markets Conduct Act 2013 unless otherwise defined in this Act.

Section 7(1): repealed, on 5 July 2021, by section 5(1) of the Overseas Investment Amendment Act 2021 (2021 No 17).

Section 7(2): replaced, on 5 July 2021, by section 5(2) of the Overseas Investment Amendment Act 2021 (2021 No 17).

Section 7(3): inserted, on 5 July 2021, by section 5(2) of the Overseas Investment Amendment Act 2021 (2021 No 17).

Section 7(4): inserted, on 5 July 2021, by section 5(2) of the Overseas Investment Amendment Act 2021 (2021 No 17).

Section 7(5): inserted, on 5 July 2021, by section 5(2) of the Overseas Investment Amendment Act 2021 (2021 No 17).