Financial Markets Conduct Act 2013

Exclusion for quoted financial products

19 Exclusion for offers of financial products of same class as quoted financial products

(1)

An offer of financial products does not require disclosure under Part 3 of this Act if—

(a)

the financial products are equity securities, debt securities, or managed investment products; and

(b)

the financial products are of the same class as quoted financial products that have been quoted on a licensed market at all times during the 3-month period before the time of the offer; and

(c)

trading in that class of financial products on the licensed market on which they are quoted was not suspended for more than a total of 5 trading days during the 3-month period referred to in paragraph (b); and

(d)

in the case of an offer by way of issue, it is a term of the offer that the issuer will take any necessary steps to ensure that the financial products are, immediately after the issue, quoted; and

(e)

in the case of an offer by way of sale, the offeror has reasonable grounds to believe that the financial products will, immediately after sale, be quoted; and

(f)

the market rules of the licensed market on which the financial products are quoted contain continuous disclosure provisions.

(1A)

An offer of options to acquire, by way of issue, financial products (and the offer of those option underlyings) does not require disclosure under Part 3 of this Act if—

(a)

the options and option underlyings are equity securities, debt securities, or managed investment products; and

(b)

the option underlyings are of the same class as quoted financial products that have been quoted on a licensed market at all times during the 3-month period before the time of the offer; and

(c)

trading in those quoted financial products on the licensed market on which they are quoted was not suspended for more than a total of 5 trading days during the 3-month period referred to in paragraph (b); and

(d)

it is a term of the offer that the issuer will take any necessary steps to ensure that, immediately after the option underlyings are issued, the option underlyings are quoted; and

(e)

the market rules of the licensed market on which the option underlyings are quoted contain continuous disclosure provisions.

(1B)

In this clause, option underlyings, in relation to an offer of options, means the underlying financial products to which the options relate.

(2)

However, this clause does not apply to the financial products of an issuer if the FMA has made an order under section 474 in respect of the issuer.

Schedule 1 clause 19(1)(e): replaced, on 9 April 2019, by section 56(1) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).

Schedule 1 clause 19(1A): inserted, on 9 August 2017, by section 95(5) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

Schedule 1 clause 19(1B): inserted, on 9 August 2017, by section 95(5) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).