Subpart 1—Call-in transactions

Subpart 1: inserted, on 16 June 2020, by section 52 of the Overseas Investment (Urgent Measures) Amendment Act 2020 (2020 No 21).

Subpart 1 heading: replaced, on 7 June 2021, by section 53(3) of the Overseas Investment (Urgent Measures) Amendment Act 2020 (2020 No 21).

Call-in transactions, etc

Heading: inserted, on 16 June 2020, by section 52 of the Overseas Investment (Urgent Measures) Amendment Act 2020 (2020 No 21).

82 What is call-in transaction and overseas investment in SIB assets

(1)

A call-in transaction is a transaction by an overseas person or an associate of an overseas person that—

(a)

is an overseas investment in SIB assets; but

(b)

does not require consent (see section 10).

(2)

An overseas investment in SIB assets is—

Investment in strategically important businesses

(a)

the acquisition by an overseas person, or an associate of an overseas person, of rights or interests in securities of a person (A) who is (directly or indirectly) carrying on a SIB if,—

Investment in media businesses with significant impact

(i)

in the case of a SIB that is a media business with significant impact, as a result of the acquisition the overseas person or the associate (either alone or together with its associates) has—

(A)

a more than 25% ownership or control interest in A; or

(B)

an increase in an existing more than 25% ownership or control interest in A of a type referred to in subsection (3); or

Investment in listed issuers

(ii)

in the case of A being a listed issuer (or an issuer that would be within the definition of listed issuer if references in that definition to a licensed market operator included equivalent overseas market operators) that is not carrying on a media business with significant impact, as a result of the acquisition the overseas person or the associate (either alone or together with its associates) has—

(A)

a 10% or more ownership or control interest in A; or

(B)

an increase in an existing 10% or more ownership or control interest in A that is of a type referred to in subsection (3); or

(C)

any or more disproportionate access to or control of a SIB; or

Any other investment in SIB business

(iii)

in any other case, as a result of the acquisition the overseas person or the associate (either alone or together with its associates) has—

(A)

any ownership or control interest in A; or

(B)

an increase in any existing ownership or control interest in A that is of a type referred to in subsection (3); or

Investment in SIB property

(b)

the acquisition by the overseas person or the associate of property (including goodwill and other intangible assets) in New Zealand used in carrying on a SIB,—

(i)

in the case of an acquisition of property used by a critical direct supplier, if that supplier considers that the acquisition may impact its ability to provide contracted services to an intelligence or security agency; or

(ii)

in the case of an acquisition of property that is used by a media business with significant impact, if the value of the property acquired is more than 25% of the value of all property owned by the media business immediately before the acquisition; or

(iii)

in any other case, if the acquisition of the property would result in the overseas person or associate becoming or being a SIB, or being capable of being a SIB if it were to use the property for an activity of a type referred to in the definition of a SIB in section 6, (for example, because it acquires intellectual property on military or dual-use technology).

(3)

An increase is of a type referred to in this subsection if it—

(a)

results in an ownership or control interest in A that equals or exceeds their ownership or control interest limit as follows:

(i)

if their existing ownership or control interest in A amounted to 25% or less, their ownership or control interest limit is 25%:

(ii)

if their existing ownership or control interest in A amounted to more than 25% but less than 50%, their ownership or control interest limit is 50%:

(iii)

if their existing ownership or control interest in A amounted to 50% or more but less than 75%, their ownership or control interest limit is 75%:

(iv)

if their existing ownership or control interest in A amounted to 75% or more, their ownership or control interest limit is 100%; or

(b)

is in securities of A of a different class to the class in which their existing interest is held; or

(c)

gives the overseas person or the associate (either alone or together with its associates) any or more disproportionate access to or control of a SIB.

(4)

A supplier referred to in subsection (2)(b)(i) must notify the overseas person or the associate of its obligations under section 85 no later than the date on which the transaction is entered into.

Section 82: replaced, on 7 June 2021, by section 53(4) of the Overseas Investment (Urgent Measures) Amendment Act 2020 (2020 No 21).

Section 82(2): replaced, on 5 July 2021, by section 28(2) of the Overseas Investment Amendment Act 2021 (2021 No 17).

Section 82(3): replaced, on 5 July 2021, by section 28(2) of the Overseas Investment Amendment Act 2021 (2021 No 17).

Section 82(4): inserted, on 5 July 2021, by section 28(2) of the Overseas Investment Amendment Act 2021 (2021 No 17).