The Parliamentary Counsel Office has made editorial and format changes to this version using the powers under subpart 2 of Part 3 of the Legislation Act 2019.

Note 4 at the end of this version provides a list of the amendments included in it.

This notice is administered by the Financial Markets Authority.

This exemption is granted by the Financial Markets Authority under section 556 of the Financial Markets Conduct Act 2013 after being satisfied of the matters set out in section 557 of that Act.

1	Title
2	Commencement
3	Revocation
4	Overview
5	Interpretation
6	Meanings of irrigation company and co-operative principles
7	Meaning of transacting shareholder
	Exemptions available regardless of annual revenue or aggregate per shareholder capital investment
8	Application of exemptions in clauses 9 and 11
9	Exemptions in respect of certain information in PDS
10	Condition of exemptions in clause 9
11	Exemptions in respect of certain financial information in PDS
12	Conditions of exemptions in clause 11(3)
13	Other consequential matters relating to exemptions in clauses 9 and 11
	Exemptions available depending on annual revenue and aggregate per shareholder capital investment
14	How to calculate amounts investor has paid for specified shares
15	Application of exemptions in clauses 16 and 18
16	Exemption from Part 3 of Act for specified shares
17	Conditions of exemption in clause 16
18	Exemptions from certain provisions of Part 4 of Act for specified shares
19	Exemptions for specified shares offered under Securities Act 1978
20	Application of exemptions in clauses 21 and 23
21	Exemption from financial reporting if particular investor investment does not exceed $10,000
22	Condition of exemption in clause 21
23	Exemption from financial reporting if revenue does not exceed $5 million
24	Condition of exemption in clause 23
	Schedule 1 Replacement information under number corresponding to exempted clause of Schedule 3 of Regulations
	Schedule 2 Contents of offer document
	Schedule 3 Warning statements
	Statement of reasons
	Gazette Information
	Notes

Notice

1 Title

This notice is the Financial Markets Conduct (Irrigation Companies) Exemption Notice 2022.

2 Commencement

This notice comes into force on 1 January 2023.

3 Revocation

Clauses 4, 8 to 18, and 20 to 24, the heading above clause 8, and Schedules 1 to 3 are revoked on the close of 22 December 2027.

Clause 3: amended, on 30 March 2025, by section 106(2) of the Regulatory Systems (Economic Development) Amendment Act 2025 (2025 No 11).

4 Overview

(1)

This notice exempts irrigation companies that operate under co-operative principles (as defined in clause 6) from various requirements under the Act and the Regulations subject to certain terms and conditions.

(2)

This notice does not apply to a company registered under the Co-operative Companies Act 1996. See instead the Financial Markets Conduct (Small Co-operatives) Exemption Notice 2022, which grants similar exemptions to those co-operative companies.

(3)

This clause is only a guide to the general scheme and effect of this notice.

5 Interpretation

(1)

In this notice, unless the context otherwise requires,—

Act means the Financial Markets Conduct Act 2013

irrigation—

(a)

means the practice of causing water to flow on or spread over or under the surface of land or of retaining water on or under the surface of land; and

(b)

includes draining land to remove water that is injurious to or in excess of the requirements of the owner or lessee of the land

irrigation company has the meaning set out in clause 6

Regulations means the Financial Markets Conduct Regulations 2014

specified shares, in relation to a company, means shares that—

(a)

can be held only by persons who are, or who immediately after the issue or sale will be, transacting shareholders in the company; and

(b)

are not convertible

transacting shareholder has the meaning set out in clause 7.

(2)

Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

(3)

Regulation 9 of the Regulations applies, with all necessary modifications, to a warning statement required under this notice.

(4)

Regulations 9 to 12 and 33 of the Regulations apply, with all necessary modifications, to the information that is required to be contained in the product disclosure statement (the PDS) under this notice and to the offer document referred to in clause 17(a).

6 Meanings of irrigation company and co-operative principles

(1)

In this notice, irrigation company means a company, other than a co-operative company,—

(a)

whose principal activity is managing and operating, under co-operative principles, infrastructure to effect irrigation; and

(b)

whose shares are limited to specified shares; and

(c)

whose constitution binds it to the matters in paragraphs (a) and (b).

(2)

For the purposes of subclause (1)(a), co-operative principles, in relation to a company, means operating by doing 1 or more of the following things:

(a)

supplying or providing goods or services, or both, to its shareholders:

(b)

supplying rights (other than returns) to its shareholders:

(c)

entering into any other commercial transaction with its shareholders.

(3)

For the purposes of this clause, a company may carry on its principal activity in 1 or more of the following ways:

(a)

directly:

(b)

through a subsidiary of the company:

(c)

by arranging for another person to carry on the activity.

7 Meaning of transacting shareholder

(1)

In this notice, transacting shareholder, in relation to a company, means a shareholder in that company who—

(a)

does 1 or more of the following things:

(i)

acquires goods or services from the company:

(ii)

acquires rights (other than returns) from the company:

(iii)

enters into any other commercial transaction with the company:

(iv)

has incurred an obligation to do anything referred to in any of subparagraphs (i) to (iii); or

(b)

having ceased to do anything referred to in paragraph (a)(i) to (iii), is, in the reasonable opinion of the directors of the company, likely to resume doing it.

(2)

For the purposes of subclause (1), a shareholder may do, with the company, 1 or more of the things referred to in 1 or more of the following ways:

(a)

directly:

(b)

through a subsidiary of the company:

(c)

with another person that the company has arranged to carry on the activity.

Exemptions available regardless of annual revenue or aggregate per shareholder capital investment

8 Application of exemptions in clauses 9 and 11

The exemptions in clauses 9 and 11 apply to an irrigation company in respect of a PDS for an offer of specified shares of which the irrigation company is the issuer.

9 Exemptions in respect of certain information in PDS

(1)

Every irrigation company is exempted from clauses 5 and 12 of Schedule 3 of the Regulations.

(2)

Every irrigation company is exempted from clause 20 of Schedule 3 of the Regulations to the extent that it requires the PDS to include information that—

(a)

is not material information; and

(b)

relates to specified shares held by a director, proposed director, senior manager, or proposed senior manager.

10 Condition of exemptions in clause 9

(1)

Each exemption in clause 9(1) is subject to the condition that the PDS must contain the information that is set out in Schedule 1 of this notice under a number that corresponds with the number of the exempted clause of Schedule 3 of the Regulations, in place of the information required by the exempted clause.

(2)

See also clause 13(1).

11 Exemptions in respect of certain financial information in PDS

(1)

Every irrigation company is exempted from clause 38 of Schedule 3 of the Regulations.

(2)

Subclause (3) applies to an irrigation company that reasonably considers that, in the table prepared under clause 35 of Schedule 3 of the Regulations, other financial measures of earnings or distributions are likely to be more useful information for investors than EBITDA, net profit, or dividends.

(3)

The irrigation company is exempted from clause 35(1)(b) to (d) of Schedule 3 of the Regulations.

12 Conditions of exemptions in clause 11(3)

(1)

The exemption in clause 11(3) is subject to the conditions that—

(a)

the table prepared under clause 35 of Schedule 3 of the Regulations must contain the other financial measures of earnings or distributions that the irrigation company reasonably considers are likely to be more useful to investors (the substituted information); and

(b)

the substituted information must comply with the rules set out in clause 39 of Schedule 3 of the Regulations as if the substituted information were—

(i)

information prepared under clause 35 of Schedule 3 of the Regulations; and

(ii)

substituted information under clause 39(g) of Schedule 3 of the Regulations; and

(c)

the irrigation company must, to the extent applicable, comply with the Regulations in respect of the substituted information as if the substituted information were information referred to in clause 35(1) of Schedule 3 of the Regulations (for example, unless the PDS is a continuous PDS, the irrigation company must ensure that the substituted information is not incorporated by reference in the table prepared under clause 35 of Schedule 3 of the Regulations).

(2)

See also clause 13(1).

13 Other consequential matters relating to exemptions in clauses 9 and 11

(1)

Each exemption in clauses 9 and 11 is subject to the condition that the content of the PDS must be amended as a consequence of the information that is required to be contained in the PDS under the conditions of the exemption (for example, relevant cross-references and headings must be amended).

(2)

Every irrigation company is exempted from regulation 23(1) of the Regulations to the extent necessary to make the consequential amendments to the PDS referred to in subclause (1).

(3)

The exemption in subclause (2) is subject to the condition that the irrigation company must reasonably consider that the consequential amendments are not broader than is reasonably necessary to comply with subclause (1).

Exemptions available depending on annual revenue and aggregate per shareholder capital investment

14 How to calculate amounts investor has paid for specified shares

(1)

In this notice, a reference to specified shares held by an investor includes all specified shares held by associated persons of the investor.

(2)

In this notice, a reference to amounts paid by an investor for specified shares—

(a)

includes amounts that any associated person of the investor paid for the specified shares; and

(b)

includes amounts that the investor or any associated person must or may pay for specified shares at a future time (for example, if the shares are issued partly paid, the amount payable if a call is made); but

(c)

does not include any fees or charges.

Example

The exemption in clause 16, 18, 19, or 21 does not apply if any investor has paid more than $10,000 for specified shares of a company (the issuer).

One investor (A) paid $6,000 for specified shares.

Another investor (B) is an associated person of A (see section 12 of the Act). B paid $3,000 for specified shares.

In addition, the shares were issued partly paid. If the issuer makes a call, A and B will have to pay in total a further $2,000.

Because this totals $11,000, the issuer cannot rely on the exemption.

15 Application of exemptions in clauses 16 and 18

The exemptions in clauses 16 and 18 apply to an irrigation company in respect of an offer of specified shares of which the irrigation company is the issuer.

16 Exemption from Part 3 of Act for specified shares

(1)

Every irrigation company (A) is exempted from Part 3 of the Act in respect of an offer of specified shares of which A is the issuer.

(2)

Subclause (1) is subject to subclauses (3) and (4).

(3)

The exemption does not apply if either of the following applies:

(a)

1 or more investors in specified shares of A have paid more than $10,000 for specified shares of A that they hold at the time of the offer; or

(b)

the total amount that 1 or more investors in specified shares of A must pay on acceptance of the offer plus the amounts that they have previously paid for specified shares of A that they hold at the time of the offer is more than $10,000.

(4)

The exemption stops applying to a subsequent offer of specified shares of which A is the issuer if the total amount that 1 or more investors in specified shares of A must pay on acceptance of the offer plus the amounts that they have previously paid for specified shares of A that they hold at the time of the offer is more than $10,000.

17 Conditions of exemption in clause 16

The exemption in clause 16 is subject to the following conditions:

(a)

A must not accept an application for the specified shares from, or issue or transfer the specified shares to, an investor unless,—

(i)

before the application was made, an offer document for the offer was given to the investor; and

(ii)

the offer document contained all the information set out in Schedule 2 in relation to the offer that is applicable; and

(b)

A must ensure that the warning statement set out in Part 1 of Schedule 3 is included, in a prominent position, at the front of every document provided to the investor that contains the key terms of the offer (including the offer document referred to in paragraph (a)).

18 Exemptions from certain provisions of Part 4 of Act for specified shares

(1)

Every irrigation company (A) is exempted from sections 218 and 227 of the Act and regulation 108 of the Regulations in respect of specified shares offered under the Act of which A is the issuer.

(2)

Subclause (1) is subject to subclauses (3) and (4).

(3)

The exemptions do not apply if either of the following applies:

(a)

1 or more investors in specified shares of A have paid more than $10,000 for specified shares of A that they hold at the time of the offer; or

(b)

(4)

The exemptions stop applying to a subsequent offer of specified shares of which A is the issuer if the total amount that 1 or more investors in specified shares of A must pay on acceptance of the offer plus the amounts that they have previously paid for specified shares of A that they hold at the time of the offer is more than $10,000.

19 Exemptions for specified shares offered under Securities Act 1978

(1)

Every issuer (A) is exempted from the following provisions of the Act and the Regulations in respect of specified shares offered under the Securities Act 1978 of which A is the issuer:

(a)

subpart 4 of Part 3 of the Act:

(b)

sections 218 and 227 of the Act:

(c)

regulation 108 of the Regulations.

(2)

Subclause (1) is subject to subclauses (3) and (4).

(3)

The exemptions in subclause (1) do not apply if 1 or more investors in specified shares of A have paid more than $10,000 for specified shares of A that they held on 1 January 2023.

(4)

20 Application of exemptions in clauses 21 and 23

The exemptions in clauses 21 and 23 apply to the following accounting periods of an irrigation company that relies on the exemption:

(a)

an accounting period of the irrigation company that commenced before the exemption is granted (including an accounting period that ended before the exemption is granted) if the exemption is granted before the financial statements or group financial statements for that period would, but for the exemption, be required to be delivered to the Registrar for lodgement under section 461H of the Act; and

(b)

subsequent accounting periods.

21 Exemption from financial reporting if particular investor investment does not exceed $10,000

(1)

Every irrigation company (A) is exempted from Part 7 of the Act with respect to a particular accounting period if A is an FMC reporting entity only because specified shares issued by A are regulated products.

(2)

However, the exemption does not apply if 1 or more investors hold, at any time during the accounting period, specified shares of A for which they paid more than $10,000 in total.

22 Condition of exemption in clause 21

The exemption in clause 21 is subject to the condition that A must ensure that a warning statement set out in Part 2 of Schedule 3 is included, in a prominent position, at the front of every document provided to an investor that contains A’s financial statements, group financial statements, or summary financial statements for that accounting period.

23 Exemption from financial reporting if revenue does not exceed $5 million

Every irrigation company (A) is exempted from Part 7 of the Act with respect to a particular accounting period if—

(a)

A is an FMC reporting entity only because specified shares issued by A are regulated products; and

(b)

the total revenue of A and its subsidiaries (if any) for that accounting period (as determined in accordance with generally accepted accounting practice) does not exceed $5 million.

24 Condition of exemption in clause 23

The exemption in clause 23 is subject to the condition that A must ensure that a warning statement set out in Part 2 of Schedule 3 is included, in a prominent position, at the front of every document provided to an investor that contains A’s financial statements, group financial statements, or summary financial statements for that accounting period.

Schedule 1 Replacement information under number corresponding to exempted clause of Schedule 3 of Regulations

cl 10(1)

5 What is this?

The KIS must contain a statement in the following form:

“
This is an offer of [name of specified shares (for example, ordinary shares)]. [Name of specified shares] give you a stake in the ownership of [name of irrigation company].

You could receive a return reflecting the performance of [name of irrigation company] through [specify mechanism for receiving returns (for example, rebates)].

If [name of irrigation company] runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preference shares* have been paid. You may lose some or all of your investment.”

*Omit the words “and holders of preference shares” if those words are inapplicable or may be false, misleading, deceptive, or confusing.

12 Key risks affecting this investment

(1)

The KIS must include a statement in the following form:

“
[Name of irrigation company] considers that the most significant risk factors that could affect the returns received from holding these [name of specified shares] are [brief summary of the most significant risk factors that the irrigation company considers may affect the returns].”

(2)

The brief summary under subclause (1) must include particulars that make it clear why each circumstance is of particular significance in relation to the particular irrigation company or the particular specified shares (as compared to other issuers or shares).

(3)

The KIS must include a statement in the following form after the statement in subclause (1):

“
This summary does not cover all of the risks of investing in [name of specified shares]. You should also read [references to section 8 of the PDS (risks to [name of issuing group]’s business and plans) and to other places in the PDS that describe risk factors (for example, risks arising for investors from the nature of the product)].”

Schedule 2 Contents of offer document

cl 17(a)

Offer document summary

The offer document must have sections, each of which is headed up, is ordered, and contains information as follows:

1 What is this?

The offer document must contain a statement in the following form:

“
This is an offer of [name of specified shares (for example, ordinary shares of ABC Limited)]. [Name of specified shares] give you a stake in the ownership of [name of irrigation company].

You may receive a return reflecting the performance of [name of irrigation company] through [specify mechanism for receiving returns (for example, rebates)].

If [name of irrigation company] runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preference shares* have been paid. You may lose some or all of your investment.”

*Omit the words “and holders of preference shares” if those words are inapplicable or may be false, misleading, deceptive, or confusing.

2 About [name of issuing group]

The offer document must contain a brief description of the issuing group’s business.

Example

ABC Limited is an irrigation company providing irrigation services to fruit growers in the XYZ region.

3 Purpose of this offer

The offer document must contain a brief description of the purpose of the offer (including what the money raised under the offer is to be used for).

4 Key terms of the offer

(1)

The offer document must contain the key terms of the offer briefly summarised in a table, including—

(a)

a brief description of the specified shares being offered (for example, ordinary shares); and

(b)

the fixed price of, or other fixed consideration for, the specified shares (if any) or the (fixed or indicative) range within which that price or consideration may be fixed (if any); and

(c)

the intended dates on which the offer opens and closes; and

(d)

the number or amount of the specified shares being offered and the percentage of the total specified shares of the same class on issue that that number or amount will represent immediately after the issue or sale; and

(e)

if a holder of the specified shares will or may be liable to make further payments or to pay fees or charges relating to those shares, a brief description of the nature of the liability, fees, or charges.

(2)

Subclause (3) applies if either or both of the following apply:

(a)

the specified shares will not be issued or transferred unless applications for a minimum number of those shares are received (see section 77(1)(a) of the Act) (the minimum number):

(b)

there is a maximum number of specified shares being offered (the maximum number).

(3)

The information under subclause (1)(d) must be disclosed on the basis of the minimum number or the maximum number (or both), as the case may be.

(4)

Subclause (1)(d) does not apply to a continuous issue disclosure document.

(5)

In subclause (4), continuous issue disclosure document means an offer document that relates to specified shares that the irrigation company, in the ordinary course of its business, continuously offers.

5 How you can get your money out

(1)

The offer document must include whichever of the following statements best applies:

(a)

“[Name of irrigation company] does not intend to quote these [name of specified shares] on a licensed market in New Zealand but they will be able to be traded on the [describe established market for trading]. This means you may be able to sell them on [name of established market] if there are interested buyers. You may get less than you invested. The price will depend on the demand for the [name of specified shares].”

(b)

“[Name of irrigation company] does not intend to quote these [name of specified shares] on a market licensed in New Zealand, and there is no other established market for trading them. This means that you may not be able to sell your [name of specified shares].”

(c)

“These [name of specified shares] cannot be sold or transferred.”

(2)

The offer document must contain a description of the ability to redeem the specified shares (if any).

6 Key drivers of returns

The offer document must give a brief summary of what the irrigation company considers to be—

(a)

the current and future aspects of the issuing group’s business that have, or may have, the most impact on the financial performance of the business; and

(b)

the key strategies and plans for those aspects of the business.

7 Key risks affecting this investment

(1)

The offer document must include a statement in the following form:

“
[Name of irrigation company] considers that the most significant risk factors that could affect the returns received from holding these [name of specified shares] are [brief summary of the most significant risk factors that the irrigation company considers may affect the returns].

This summary does not cover all the risks of investing in [name of specified shares].”

(2)

8 [Name of issuing group’s] financial information

The offer document must include a statement in the following form:

“
Under the terms of the Financial Markets Conduct (Irrigation Companies) Exemption Notice 2022, on which this offer relies, no financial information regarding [name of irrigation company] is required to be provided in this document.”

Schedule 3 Warning statements

cls 17(b), 22, 24

Part 1

Warning

New Zealand law normally requires people who offer financial products to give information about themselves and the products to investors before they invest. They also have to provide ongoing financial information about themselves and the products to investors. This information is designed to help investors make informed decisions.

The usual rules do not apply to this offer because there is an exemption where the total amount to be invested by each investor in shares in an eligible irrigation company is $10,000 or less (including in any shares already held). The exemption recognises that shares in those irrigation companies are, for the shareholders, more like a membership than an investment.

As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment.

Ask questions, read all documents carefully, and seek independent financial advice before committing yourself.

Part 2

Warning

Under the Financial Markets Conduct Act 2013, irrigation companies that have issued specified shares usually have to make available to investors ongoing financial information about themselves and the shares. This is to help investors make informed decisions. In most cases, this information must meet legal requirements under that Act for financial reporting and the auditing of financial statements.

The usual rules do not apply to [name of issuer] for [relevant accounting period] because there is an exemption where the total amount invested by each investor in shares of an irrigation company is $10,000 or less/an exemption for issuers of specified shares where the issuer’s annual revenue is $5 million or less*.

*Select one or both. If both apply, make any changes to ensure that the statement is grammatically correct.

As a result, these shares may be subject to the financial reporting and audit requirements of the Companies Act 1993 and the information provided in this document may not contain all the financial information usually required to be provided to shareholders for [relevant accounting period].

If you would like any further information, please contact [contact details of irrigation company].

Dated at Wellington this 7th day of December 2022.

Liam Mason,
General Counsel,
Financial Markets Authority.

Statement of reasons

This notice, which comes into force on 1 January 2023 and is revoked on the close of 22 December 2027, grants exemptions to irrigation companies that operate under co-operative principles.

This notice replaces, on substantially the same terms, the Financial Markets Conduct (Irrigation Companies) Exemption Notice 2018, which is revoked on the close of 31 December 2022. However, this notice—

increases the investment and revenue caps that allow issuers to qualify for various exemptions under the Financial Markets Conduct Act 2013 (the Act) and the Financial Markets Conduct Regulations 2014 (the Regulations). The investment cap increases from $5,000 to $10,000. The revenue cap increases from $2 million to $5 million:
includes a new clause that sets out how to calculate amounts that investors have paid for specified shares (see clause 14).

This notice exempts certain irrigation companies operating under co-operative principles (eligible irrigation companies) from the following requirements:

certain disclosure requirements under Schedule 3 of the Regulations in respect of the PDS for an offer of specified shares of which the irrigation company is the issuer. These particular exemptions apply regardless of the revenue of the irrigation company or aggregate per shareholder capital investment value, and provide eligible irrigation companies with similar relief to that provided under the Regulations to co-operative companies:
in respect of any specified shares where the aggregate per shareholder capital investment in the specified shares of that issuer is $10,000 or less,—
- disclosure requirements under Part 3 of the Act:
- under Part 4 of the Act, the requirement to have the register of specified shares audited, and the requirement to retain copies of documents for 7 years:
in respect of any specified shares that were offered under the Securities Act 1978, where the aggregate per shareholder capital investment in specified shares of that issuer is $10,000 or less,—
- ongoing disclosure requirements under subpart 4 of Part 3 of the Act:
- under Part 4 of the Act, the requirement to have the register of the specified shares audited and the requirement to retain copies of documents for 7 years:
financial reporting and auditing requirements under Part 7 of the Act in relation to an accounting period where the aggregate per shareholder capital investment in the specified shares of that issuer held at all times during that period is $10,000 or less:
financial reporting and auditing requirements under Part 7 of the Act in relation to any accounting period where the revenue of the issuer (plus the revenue of any subsidiaries) is $5 million or less for that accounting period.

The Financial Markets Authority (the FMA), after satisfying itself as to the matters set out in section 557 of the Act, considers it appropriate to grant the exemptions because—

the exemptions are only available to those irrigation companies that exhibit key features of co-operative companies. Specifically,—
- the company’s principal purpose is to enable shareholders to transact business with the company, or obtain goods, services, or rights (other than returns) from the company; and
- the company’s shares are limited to specified shares, which are non-convertible shares that can only be held by transacting shareholders; and
the exemptions include exemptions from disclosure obligations. Investors in specified shares will typically have significant knowledge about the eligible irrigation company and the irrigation services to be provided; and
all irrigation companies will be able to utilise similar disclosure relief to that provided in the Regulations for co-operative companies. This will allow irrigation companies to disclose accounting and financial information that is more suitable and relevant to an offer of specified shares in an irrigation company; and
the reduced and tailored disclosure and financial reporting obligations will enable eligible irrigation companies to provide relevant information to investors in specified shares in a cost-effective way that is appropriate to the nature of the business while maintaining appropriate investor protections; and
for smaller eligible irrigation companies, compliance costs for financial reporting and auditing obligations are disproportionately high when compared to revenue and outweigh any benefit to investors in specified shares. There is a risk that those compliance costs might affect an eligible irrigation company’s ability to deliver benefits to holders of specified shares; and
there is no expectation of financial return from ownership of specified shares. Transacting benefits obtained by holders of specified shares are not in the nature of typical equity returns and are irrespective of any profits made by the irrigation company. Additionally, the small investment and low revenue tests ensure that the financial risk to investors is low; and
the increased investment and revenue caps for these exemptions recognise the effect (and expected future effect) of inflation and rising operational costs over the 5-year period of this exemption. The changes to the investment and revenue caps are intended to generally maintain a scope that is consistent with the entities and investors that these exemptions are aimed at; and
the financial reporting and auditing requirements of the Companies Act 1993 may continue to apply, which will require eligible irrigation companies to prepare financial statements in accordance with generally accepted accounting practice and have those statements audited unless shareholders agree otherwise; and
for these reasons, the FMA is satisfied that the exemptions are desirable in order to promote the purposes of the Act, specifically avoiding unnecessary compliance costs while continuing to ensure the provision of timely, accurate, and understandable financial information to assist decision making by investors; and
the FMA is satisfied that the exemptions are not broader than reasonably necessary to address the matters that gave rise to them, given that—
- the exemptions are limited to eligible irrigation companies whose shareholding is limited to specified shares and whose principal activity, as stated in their constitutions, is to manage and operate, under co-operative principles, shared infrastructure to effect irrigation:
- much of the relief would be limited to those irrigation companies with an aggregate per shareholder capital investment of $10,000 or less, or revenue of $5 million or less, for the relevant financial reporting period.

Issued under the authority of the Legislation Act 2019.

Date of notification in Gazette: 12 December 2022.

Notes

1 General

This is a consolidation of the Financial Markets Conduct (Irrigation Companies) Exemption Notice 2022 that incorporates the amendments made to the legislation so that it shows the law as at its stated date.

2 Legal status

A consolidation is taken to correctly state, as at its stated date, the law enacted or made by the legislation consolidated and by the amendments. This presumption applies unless the contrary is shown.

Section 78 of the Legislation Act 2019 provides that this consolidation, published as an electronic version, is an official version. A printed version of legislation that is produced directly from this official electronic version is also an official version.

3 Editorial and format changes

The Parliamentary Counsel Office makes editorial and format changes to consolidations using the powers under subpart 2 of Part 3 of the Legislation Act 2019. See also PCO editorial conventions for consolidations.

4 Amendments incorporated in this consolidation

Regulatory Systems (Economic Development) Amendment Act 2025 (2025 No 11): section 106(2)