(1) The name of the issuer, and the address of its registered office (or, if it does not have a registered office, its address) in New Zealand.

(2) A brief description of the securities being offered.

(3) A statement as to whether there is any maximum number or amount of the securities being offered and, if so, the number or amount.

(4) The price or other consideration to be paid or provided for the securities being offered, if this is a fixed amount. If the price or other consideration is not a fixed amount, a description of the manner by which that amount is fixed.

If, under section 6 of the Act (which relates to previously allotted securities), the issuer is not the offeror,—

• (a) the name of the offeror; and

• (b) the address of the offeror's registered office (or, if it does not have a registered office, its address) in New Zealand; and

• (c) the net amount of the consideration received or to be received by the issuer in respect of the original allotment of the securities.

If the issuer is a body corporate,—

• (a) the statute or other authority by or under which the issuer is incorporated or registered; and

• (b) the date of incorporation; and

• (c) the date of registration in New Zealand (if that date is different from the date of incorporation); and

• (d) the registered number (if any); and

• (e) the place (if any) in New Zealand where a public file relating to the incorporation or registration of the issuer is kept.

In respect of each subsidiary the amount of whose total tangible assets exceeds 5% of the amount of the total tangible assets of the issuing group,—

• (a) the name of the subsidiary; and

• (b) the proportion of its issued capital held by members of the issuing group.

(1) The name and address of every director of the issuer.

(2) In respect of every director who is an employee of the issuer, or of an associated person of the issuer, the position held by him or her.

(3) The name and address of every promoter of the securities.

(4) If the issuer, a director of the issuer, or a promoter has, during the 5 years preceding the specified date, been adjudged bankrupt or insolvent, convicted of a crime involving dishonesty, prohibited from acting as a director of a company, or placed in statutory management, voluntary administration, liquidation, or receivership, a statement to that effect and the name and any alternative or former name or names of the issuer, director, or promoter concerned.

(5) The names of the issuer’s secretary (if any), its auditors, and the securities registrar (if it is not the issuer).

(6) The names of any solicitors and other professional advisers (other than employees of the issuer or of an associated person) that are involved in the preparation of the prospectus.

(7) The names, addresses, and qualifications of any experts named in the prospectus.

(8) If the offer of securities is underwritten, the name and address of any underwriter.

Any restrictions on the powers of the directors of the issuer that are in force at the specified date under,—

• (a) in the case of a company (other than an overseas company), the company’s constitution; and

• (b) in any other case, the documents or instruments constituting or defining the constitution of the issuer.

(1) The names of the persons who are the registered holders of the 10 largest holdings of equity securities of the issuer at a date not earlier than 30 days before the specified date, and the amounts of their respective holdings.

(2) A statement as to whether or not the persons specified under subclause (1) undertake any liability in respect of the securities being offered.

(1) A brief description of the activities of the members of the issuing group during the 5 years preceding the specified date.

(2) A brief description of the nature and use of the principal assets held by members of the issuing group.

(3) A statement as to—

• (a) whether the principal assets referred to in subclause (2) are owned or held under lease; and

• (b) whether or not those assets are subject to obligations in favour of another person that modify or restrict the issuer’s ability to deal with the assets.

(1) Summary financial statements (if practicable, in tabular form) in respect of the group for—

• (a) each of the 5 consecutive accounting periods preceding the date of the statement of financial position contained or referred to in the prospectus under clause 23; and

• (b) the period of any interim financial statements set out in the prospectus under clause 24.

(2) The amounts in the summary financial statements required by subclause (1) must be taken from the financial statements for each period that complied with and were registered under the Financial Reporting Act 1993. If financial statements have not been registered, the amounts must be those that would have appeared in financial statements if those financial statements had been registered.

(3) The summary financial statements must comply with FRS-43.

(4) However, the summary financial statements are not required to comply with the requirements in FRS-43 that relate to any of the following:

• (a) a comparison of, and explanations for major variances between, prospective and historical financial statements:

• (b) events occurring after the balance date of a period:

• (c) comparative information for any period before the periods referred to in subclause (1).

(1) A statement as to the trading prospects of the issuing group, together with any material information that may be relevant to those trading prospects.

(2) The statement required by subclause (1) must include a description of all special trade factors and risks that—

• (a) are not mentioned elsewhere in the prospectus; and

• (b) are not likely to be known or anticipated by the general public; and

• (c) could materially affect the prospects of the issuing group.

(3) If the purpose of the offer of securities is expressed as being to provide finance for a particular capital project,—

• (a) a brief description of the project; and

• (b) an indication of the expected financial benefits of the project.

(1) In the case of the first offer to the public of equity securities of the issuer,—

• (a) a brief description of the plans that the directors of the issuer, and the directors of any other member of the issuing group, have in respect of the issuing group during the year commencing on the specified date, including the sources of finance that will be required for the plans; and

• (b) a statement as to whether or not the proceeds of the offer of securities may, despite the stated directors' plans, be applied for any other purpose; and

• (c) a prospective statement of financial position, a prospective statement of financial performance, and a prospective statement of cash flows for the issuing group in relation to,—

  • (i) in the case of a listed issuer, each of the following periods:

    • (A) the accounting period ending on the next balance date after the specified date:

    • (B) either the accounting period, or the interim accounting period, that is subsequent to the period referred to in subsubparagraph (A):

  • (ii) in the case of any other issuer, each of the following periods:

    • (A) the accounting period ending on the next balance date after the specified date:

    • (B) the accounting period that is subsequent to the period referred to in subsubparagraph (A).

(2) The prospective financial statements required by subclause (1)(c) must be prepared in accordance with FRS-42.

(3) However, prospective financial statements are not required under subclause (1)(c) in relation to an accounting period (or interim accounting period) referred to in that paragraph if,—

• (a) in the opinion of the directors of the issuer, after due enquiry by them, prospective financial statements for that period would be likely to deceive or mislead with regard to any particular that is material to the offer of securities (for example, because it is not practicable to formulate reasonable assumptions on which to base the statements); and

• (b) the prospectus contains a statement to this effect together with a statement of the directors' reasons for their opinion.

(4) In subclause (1)(c) and (3), interim accounting period, in relation to a listed issuer, means a period ending 6 months after the balance date of the listed issuer.

(5) For the purposes of section 37(2) of the Act, the minimum amount that, in the opinion of the directors, must be raised by the issue of the securities in order to provide the sums (or, if any part is to be met in any other manner, the balance of the sums) required to be provided in respect of each of the following matters:

• (a) the purchase price of any property purchased or to be purchased that is to be met in whole or in part out of the proceeds of the offer:

• (b) any preliminary expenses payable by the issuer, and any commission payable to any person in consideration of his or her agreeing to subscribe for, or of his or her procuring or agreeing to procure subscriptions for, any of the securities:

• (c) working capital:

• (d) the repayment of any money borrowed by the issuer in respect of any of the matters specified in paragraphs (a) to (c).

(1) This clause does not apply in respect of a business, subsidiary, or body corporate if—

• (a) the prospectus contains or refers to a statement of financial position under clause 23; and

• (b) the consideration paid or payable, or proposed to be paid, for the acquisition of the business, subsidiary, or body corporate is not more than one-fifth of the amount of the total tangible assets shown in that statement of financial position.

(2) If a member of the issuing group acquired a business, or a member of the issuing group became a subsidiary of the issuer, at any time in the 2 years preceding the specified date, the following information and statements:

• (a) the name of the member:

• (b) a brief description of the activities of the business, or of the business carried on by the subsidiary, in the course of the period that began 5 years before the specified date and ended on the date on which the business was acquired, or the member became a subsidiary, as the case may be:

• (c) summary financial statements (if practicable, in tabular form) for the business or subsidiary in respect of the 5 accounting periods preceding the specified date that comply with clause 9(2) to (4) (which apply with any necessary modifications).

(3) If a member of the issuing group acquired a business, or became a subsidiary of the issuer, at any time in the specified period, or if the prospectus contains a statement to the effect that a member of the issuing group intends to acquire a business or to acquire equity securities that will result in a body corporate becoming a subsidiary of the issuer, the following information and statements:

• (a) the name of the member of the issuing group:

• (b) the amount of the consideration paid or payable, or proposed to be paid, for the business, subsidiary, or body corporate:

• (c) a brief description of the business, or of the business carried on by the subsidiary or body corporate, in the course of the 5 years before the specified date:

• (d) summary financial statements (if practicable, in tabular form) for the business, subsidiary, or body corporate in respect of the 5 accounting periods preceding the specified date that comply with clause 9(2) to (4) (which apply with any necessary modifications):

• (e) either—

  • (i) a reference to the latest financial statements for the business, subsidiary, or body corporate that comply with, and have been registered under, the Financial Reporting Act 1993, the accounting period covered by those statements, and the date of registration (and, if the issuer so wishes, those financial statements); or

  • (ii) audited financial statements for the business, subsidiary, or body corporate prepared in accordance with generally accepted accounting practice for the relevant accounting period:

• (f) if, by virtue of clause 22, the prospectus does not contain or refer to a statement of financial position of the group, the net tangible asset backing per unit of the securities being offered as at the date of the statement of financial position contained or referred to in the prospectus under paragraph (e) calculated in accordance with the assumption that the business, subsidiary, or body corporate had been acquired, and all the securities offered had been allotted and the subscriptions received, before that date.

(4) In subclause (3),—

In respect of all equity and participatory securities that, within the 5 years preceding the specified date, have been allotted by a member of the issuing group to a person who is not a member of the issuing group, or that have been subscribed for and are to be so allotted, as fully or partly paid up otherwise than in cash, the following particulars:

• (a) a description (sufficient to identify it) of each class of security:

• (b) in respect of each class of security, the extent to which the securities are paid up otherwise than in cash:

• (c) in respect of each class of security, a description of the consideration for which the securities have been allotted or are to be allotted.

(1) If an option to subscribe for securities of any member of the issuing group is granted to, or is proposed to be granted to, any person by or on behalf of that member of the issuing group, the following information:

• (a) in respect of each class of the securities that are under option:

  • (i) a description of the class of securities:

  • (ii) the total number of securities:

  • (iii) the subscription price of each security:

  • (iv) the consideration (if any) given or to be given for each option and the expiry date of the option:

• (b) the total number of each class of securities under option to, or for the benefit of, each of the following classes of persons:

  • (i) the principal officers of the issuer or of any subsidiary of the issuer:

  • (ii) the employees of the issuer or of any subsidiary of the issuer.

(2) Subclause (1)(b) does not apply if the option is granted or is proposed to be granted on the same terms and on a pro rata basis to all holders of securities of the same class as those to which the option relates.

(1) The method by which a director of the issuer may be appointed or may be removed from, or otherwise vacate, office, if that method is materially different from that specified in sections 153 to 157(1)(a) to (d) of the Companies Act 1993, unless—

• (a) the issuer is a party to a listing agreement with a licensed market operator and that method is the same as the method specified in the listing rules of the relevant licensed market; and

• (b) the prospectus names the licensed market and contains a statement to the effect that the method of appointment, removal, or vacation of office of directors of the issuer is the same as that contained in the listing rules of that licensed market.

(2) If any person (other than the members of the issuer in general meeting or directors of the issuer acting as a board to fill a casual vacancy) has the right to appoint a director or directors of the issuer,—

• (a) the name of the person; and

• (b) the name of each director who has been appointed by the person; and

• (c) a statement as to whether or not the person has the right to vote in the election of other directors of the issuer.

(1) If any specified person is entitled to remuneration for services (other than directors’ fees), or to recover expenses, in respect of the issuer or any of its subsidiaries, particulars of—

• (a) the nature of the services or expenses; and

• (b) if remuneration or expense recovery is from the issuer or any subsidiary of the issuer, whether or not the amount of remuneration or expenses is limited and, if so, the limits.

(2) Particulars of any direct or indirect material interest in the issuer or any of its subsidiaries, or in any contract or arrangement entered into on behalf of or in respect of the issuer or any of its subsidiaries, that—

• (a) any specified person has, or has had at any time during the 5 years preceding the specified date; and

• (b) is material to either or both of the person who has the interest and the issuer or any of its subsidiaries.

(3) If more than 10% of the value of the assets of the issuer (calculated in accordance with generally accepted accounting practice) was, at any time during the 2 years preceding the specified date, represented directly or indirectly by any securities of which any associated person of the issuer, any promoter of the securities being offered, or any associated person of a promoter was the issuer, a description of those securities.

(4) In this clause, specified person—

• (a) means a director or proposed director of the issuer, a promoter of the securities being offered, or an associated person of any of them; and

• (b) in the case of an offer of previously allotted securities referred to in section 6(2) or (3) of the Act, includes the offeror, the securities holder at the time of the offer, and an associated person of either of them.

In relation to every material contract entered into by any member of the issuing group at any time in the 2 years preceding the specified date (not being a contract entered into in the ordinary course of business of the member),—

• (a) its date; and

• (b) the names of the parties to it; and

• (c) its general nature.

A brief description of any legal proceedings or arbitrations that—

• (a) are pending at the specified date; and

• (b) may have a material adverse effect on the issuing group.

(1) Particulars of any issue expenses, including—

• (a) their amount or estimated amount; and

• (b) in respect of any commission payable,—

  • (i) the rate of commission; and

  • (ii) the persons or classes of persons to whom the commission is payable.

(2) If the date on which the issuer commenced business is less than 2 years before the specified date, particulars of any preliminary expenses of the issuer, including their amount or estimated amount.

(1) Particulars of any restrictions on the ability of any member of the issuing group to make a distribution, being restrictions that result from any undertaking given, or contract or deed entered into, by the issuer or any of its subsidiaries.

(2) Brief particulars of any restrictions on the ability of any member of the issuing group to borrow, being restrictions that result from any undertaking given, or contract or deed entered into, by the issuer or any of its subsidiaries.

All terms of the offer, and all terms of the securities being offered, not elsewhere set out in the prospectus, other than—

• (a) any terms implied by law; or

• (b) any terms set out in a document that—

  • (i) is registered with a public official; and

  • (ii) is available for public inspection; and

  • (iii) is referred to in the prospectus.

(1) Clauses 23 and 24 apply only if, before the specified date, a member of the group has commenced business and—

• (a) has acquired an asset; or

• (b) has incurred a debt.

(2) If clause 23 applies, financial statements for the group must be contained or referred to in the prospectus in accordance with that clause.

(1) A reference to the latest financial statements for the group that comply with, and have been registered under, the Financial Reporting Act 1993, the accounting period covered by those statements, and the date of registration.

(2) If the issuer so wishes, the latest financial statements referred to in subclause (1).

(3) If no financial statements for the group have been registered under the Financial Reporting Act 1993, financial statements for the group prepared and audited as if they were to be registered under that Act for—

• (a) the most recently completed accounting period in respect of which the financial statements have been prepared; or

• (b) if the issuer has not completed its first accounting period, the period from the date of commencement of business and ending on a stated date that is not more than 4 months before the specified date.

(1) If the directors of the issuer consider it necessary or desirable (after having regard to section 37A(1)(c) of the Act), an interim statement of financial position for the group.

(2) If an interim statement of financial position is included, the following statements for the group:

• (a) an interim statement of financial performance; and

• (b) an interim statement of cash flows; and

• (c) statements as to—

  • (i) all material changes (if any) in matters contained in the interim financial statements from the matters contained in the financial statements contained or referred to in the prospectus under clause 23; and

  • (ii) all transactions (if any) that are material related party transactions under generally accepted accounting practice and were entered into or were being performed in the period of the interim financial statements.

(3) The interim financial statements must be prepared—

• (a) in accordance with NZ IAS 34 (but need not be audited); and

• (b) for the period from the date of the financial statements contained or referred to in the prospectus under clause 23 and ending on a stated date that is no more than 9 months after the date of those financial statements.

The times and places in New Zealand where the following documents or copies of the following documents (and, if they are wholly or partly in a foreign language, a correct translation of the documents in English) may, on payment of any fee, be inspected by a person who so requests:

• (a) the constitution or other documents or instruments constituting or defining the constitution of the issuer:

• (b) the financial statements for the group referred to in clause 23(1):

• (c) any material contract disclosed under clause 17:

• (d) if the issuer was incorporated outside New Zealand, the statute or other authority by or under which the issuer was incorporated.

Particulars of any material matters relating to the offer of securities (other than matters elsewhere set out in the prospectus or in the financial statements referred to in the prospectus under clause 23(1), and contracts entered into in the ordinary course of business of a member of the issuing group).

A statement by the directors of the issuer as to whether, in their opinion, after due enquiry by them, any of the following has materially and adversely changed during the period between the date of the latest financial statements contained or referred to in the prospectus and the specified date:

• (a) the trading or profitability of the issuing group:

• (b) the value of its assets:

• (c) the ability of the issuing group to pay its liabilities due within the next 12 months.

(1) A copy of a report by a qualified auditor, signed by him or her (either in his or her own name or that of his or her firm), stating—

• (a) the work done by the auditor; and

• (b) the scope and limitations of the audit; and

• (c) the existence of any relationship (other than that of auditor) that the auditor has with, or any interests that the auditor has in, the issuer or any of its subsidiaries; and

• (d) whether the auditor has obtained all information and explanations that he or she has required; and

• (e) whether, in the auditor's opinion, as far as appears from an examination of them, proper accounting records have been kept by the group; and

• (f) whether or not, in the auditor's opinion, the financial statements contained or referred to in the prospectus under clause 23,—

  • (i) subject to these regulations, comply with generally accepted accounting practice; and

  • (ii) give a true and fair view of the matters to which they relate, taking into account information or explanations of the kind referred to in section 14(2) of the Financial Reporting Act 1993 (if any); and

• (g) if the statements referred to in paragraph (f) do not so comply or give a true and fair view, the respects in which they do not; and

• (h) whether the amounts stated under clauses 9 and 12(2) and (3) have been taken from audited financial statements, and whether or not the amounts have been correctly taken.

(2) If the prospectus contains prospective financial information, the auditor's report must contain a statement in the following form:

(3) If financial statements are referred to in the prospectus under clause 23(1), a report under this clause is not required to contain information of the kinds referred to in subclause (1)(a) to (g) to the extent that that information is contained in a report by a qualified auditor that is registered under the Financial Reporting Act 1993.

(4) If subclause (3) applies and the report under this clause does not contain any of that information, the date of the auditor’s report on the financial statements, and a statement as to whether or not the report was qualified or referred to a fundamental uncertainty in any respect and, if so, explaining what the qualification or fundamental uncertainty was.

(1) The name of the issuer, and the address of its registered office (or, if it does not have a registered office, its address) in New Zealand.

(2) A brief description of the securities being offered.

(3) The maximum amount of the securities being offered (excluding any amount that may result from the replacement of securities redeemed after the specified date).

(4) The price or other consideration to be paid or provided for the securities being offered, if this is a fixed amount. If the price or other consideration is not a fixed amount, a description of the manner by which that amount is fixed.

If, under section 6 of the Act (which relates to previously allotted securities), the issuer is not the offeror,—

• (a) the name of the offeror; and

• (b) the address of the offeror's registered office (or, if it does not have a registered office, its address) in New Zealand; and

• (c) the net amount of the consideration received or to be received by the issuer in respect of the original allotment of the securities.

If the issuer is a body corporate,—

• (a) the statute or other authority by or under which the issuer is incorporated or registered; and

• (b) the date of incorporation; and

• (c) the date of registration in New Zealand (if that date is different from the date of incorporation); and

• (d) the registered number (if any); and

• (e) the place (if any) in New Zealand where a public file relating to the incorporation or registration of the issuer is kept.

(1) The name of each guaranteeing subsidiary.

(2) If the prospectus or an advertisement relating to the securities offered states or implies that any person (other than a guaranteeing subsidiary) guarantees the repayment of the securities offered (in whole or in part) or the payment of any interest or other money to holders of the securities, the following matters in respect of each of those persons:

• (a) the name of the person:

• (b) a description, and (if practicable) quantification, of the liability of the person to holders of the securities:

• (c) a statement as to whether the liability of the person is secured by a mortgage or other charge and, if so, the nature and amount of the charge:

• (d) the amount of the net tangible assets of the person as shown in the most recent audited statement of financial position of the person (excluding any assets that are also assets of the borrowing group), together with a statement of any fundamental uncertainty or qualifications in the auditor's report in respect of the statement of financial position (subject to subclause (3)):

• (e) whether there are any contingent liabilities that could materially affect those net tangible assets:

• (f) whether the financial statements of the person are available for inspection and, if so, where:

• (g) if the person and the issuer are associated persons, a statement to that effect and particulars of the nature of the relationship.

(3) If there is no audited statement of financial position of the person dated within 18 months of the specified date,—

• (a) the figure given for the amount of the person's net tangible assets in the prospectus must be that as at a date stated in the prospectus (being a date not earlier than 6 months before the specified date); and

• (b) the prospectus must include a statement to the effect that the figure for the person's net tangible assets has not been taken from an audited statement of financial position.

(1) The name and address of every director of the issuer.

(2) In respect of every director who is an employee of the issuer, or of an associated person of the issuer, the position held by him or her.

(3) The name and address of every promoter of the securities.

(4) If the issuer, a director of the issuer, or a promoter has, during the 5 years preceding the specified date, been adjudged bankrupt or insolvent, convicted of a crime involving dishonesty, prohibited from acting as a director of a company, or placed in statutory management, voluntary administration, liquidation, or receivership, a statement to that effect and the name and any alternative or former name or names of the issuer, director, or promoter concerned.

(5) The names of the issuer’s secretary (if any), its auditors, and the securities registrar (if it is not the issuer).

(6) The names of any solicitors and other professional advisers (other than employees of the issuer or of an associated person) that are involved in the preparation of the prospectus.

(7) The names, addresses, and qualifications of any experts named in the prospectus.

(8) If the offer of securities is underwritten, the name and address of any underwriter.

(9) The name and address of the trustee.

Any restrictions on the powers of the directors of the issuer that are in force at the specified date under,—

• (a) in the case of a company (other than an overseas company), the company’s constitution; and

• (b) in any other case, the documents or instruments constituting or defining the constitution of the issuer.

(1) A brief description of the activities of the members of the borrowing group during the 5 years preceding the specified date.

(2) A brief description of the nature and use of the principal assets that are held by members of the borrowing group and that are charged as security for the securities offered under the prospectus.

(3) A statement as to whether or not the principal assets referred to in subclause (2) are subject to obligations in favour of another person that modify or restrict the borrowing group’s ability to deal with the assets.

(1) Summary financial statements (if practicable, in tabular form) in respect of the group for—

• (a) each of the 5 consecutive accounting periods preceding the date of the statement of financial position contained or referred to in the prospectus under clause 17; and

• (b) the period of any interim financial statements set out in the prospectus under clause 18.

(2) The amounts in the summary financial statements required by subclause (1) must be taken from the financial statements for each period that complied with and were registered under the Financial Reporting Act 1993. If financial statements have not been registered, the amounts must be those that would have appeared in financial statements if those financial statements had been registered.

(3) The summary financial statements must comply with FRS-43.

(4) However, the summary financial statements are not required to comply with the requirements in FRS-43 that relate to any of the following:

• (a) a comparison of, and explanations for major variances between, prospective and historical financial statements:

• (b) events occurring after the balance date of a period:

• (c) comparative information for any period before the periods referred to in subclause (1).

(1) This clause does not apply in respect of a business, subsidiary, or body corporate if—

• (a) the prospectus contains or refers to a statement of financial position under clause 17; and

• (b) the consideration paid or payable, or proposed to be paid, for the acquisition of the business, subsidiary, or body corporate is not more than one-fifth of the amount of the total tangible assets shown in that statement of financial position.

(2) If a member of the borrowing group acquired a business, or became a subsidiary of the issuer, at any time in the 2 years preceding the specified date, the following information and statements:

• (a) the name of the member:

• (b) a brief description of the activities of the business, or the business carried on by the subsidiary, in the course of the period that began 5 years before the specified date and ended on the date on which the business or the subsidiary was acquired:

• (c) summary financial statements (if practicable, in tabular form) for the business or the subsidiary in respect of the 5 accounting periods preceding the specified date that comply with clause 8(2) to (4) (which apply with any necessary modifications).

(3) If a member of the borrowing group acquired a business, or became a subsidiary of the issuer, at any time in the specified period, or if the prospectus contains a statement to the effect that a member of the borrowing group intends to acquire a business or to acquire equity securities that will result in a body corporate becoming a subsidiary of the issuer, the following information and statements:

• (a) the name of the member:

• (b) the amount of the consideration paid or payable, or proposed to be payable, for the business, subsidiary, or body corporate:

• (c) a brief description of the business, or the business carried on by the subsidiary or body corporate, in the course of the 5 years before the specified date:

• (d) summary financial statements (if practicable, in tabular form) for the business, subsidiary, or body corporate in respect of the 5 accounting periods preceding the specified date that comply with clause 8(2) to (4) (which apply with any necessary modifications):

• (e) either—

  • (i) a reference to the latest financial statements for the business, subsidiary, or body corporate that comply with, and have been registered under, the Financial Reporting Act 1993, the accounting period covered by those statements, and the date of registration (and, if the issuer so wishes, those financial statements); or

  • (ii) audited financial statements for the business, subsidiary, or body corporate prepared in accordance with generally accepted accounting practice for the relevant accounting period:

• (f) if, by virtue of clause 16, the prospectus does not contain or refer to a statement of financial position of the group, the net tangible asset backing per dollar of the securities being offered as at the date of the statement of financial position contained or referred to in the prospectus under paragraph (e) calculated in accordance with the assumption that the business, subsidiary, or body corporate had been acquired, and all the securities offered had been allotted and the subscriptions received, before that date.

(4) In subclause (3),—

In relation to every material contract entered into by any member of the borrowing group at any time in the 2 years preceding the specified date (not being a contract entered into in the ordinary course of business of that member),—

• (a) its date; and

• (b) the names of the parties to it; and

• (c) its general nature.

A brief description of any legal proceedings or arbitrations that—

• (a) are pending at the specified date; and

• (b) may have a material adverse effect on the borrowing group.

Particulars of any issue expenses, including—

• (a) the amount or estimated amount; and

• (b) in respect of any commission payable,—

  • (i) the rate of commission; and

  • (ii) the persons or classes of persons to whom the commission is payable.

(1) The aggregate amount (as at the date of the latest statement of financial position contained or referred to in the prospectus) of any securities that are secured by a mortgage or charge over any of the assets of the borrowing group and that rank in point of security ahead of the securities being offered.

(2) The aggregate amount (as at the date of the latest statement of financial position contained or referred to in the prospectus) of any securities that are secured by a mortgage or charge over any of the assets of the borrowing group and that rank in point of security equally with the securities being offered.

(1) In respect of the trust deed relating to the securities being offered,—

• (a) the date of the trust deed:

• (b) particulars of the parties to the trust deed that are sufficient to identify the trust deed:

• (c) brief particulars of any terms of the trust deed that impose limitations relating to—

  • (i) the creation of new mortgages or charges ranking in point of security ahead of, or equally with, any mortgage or charge securing the securities being offered; or

  • (ii) any ratio of liabilities, or of any class of liabilities, to assets, or to any class of assets, of the issuer:

• (d) if there are no terms of the kind described in paragraph (c), a statement to that effect:

• (e) brief particulars of the duties stated by the trust deed to be those of the trustee.

(2) Brief particulars of any restrictions on the ability of any member of the borrowing group to borrow that—

• (a) result from any undertaking given, or contract or deed entered into, by the member; and

• (b) are not set out elsewhere in the prospectus.

(3) A statement by the trustee that—

• (a) the offer of securities complies with any relevant provisions of the trust deed; and

• (b) the trustee does not guarantee the repayment of securities or payment of interest on the securities.

(1) All terms of the offer, and all terms of the securities being offered, not elsewhere set out in the prospectus, other than—

• (a) any terms implied by law; or

• (b) any terms set out in a document that—

  • (i) is registered with a public official; and

  • (ii) is available for public inspection; and

  • (iii) is referred to in the prospectus.

(2) However, the prospectus is not required to state the rate or rates of interest that may be earned by holding the securities if the prospectus contains—

• (a) a statement to the effect that the interest rate or rates that may be earned by holding the securities being offered will be those set by the issuer at any particular time or from time to time, as the case may be; and

• (b) a statement of the method by which the interest rate or rates may be ascertained.

(1) Clauses 17 and 18 apply only if, before the specified date, a member of the group has commenced business and—

• (a) has acquired an asset; or

• (b) has incurred a debt.

(2) If clause 17 applies, financial statements for the group must be contained or referred to in the prospectus in accordance with that clause.

(1) A reference to the latest financial statements for the group that comply with, and have been registered under, the Financial Reporting Act 1993, the accounting period covered by those statements, and the date of registration.

(2) If the issuer so wishes, the latest financial statements referred to in subclause (1).

(3) If no financial statements for the group have been registered under the Financial Reporting Act 1993, financial statements for the group that are prepared and audited as if they were to be registered under that Act for—

• (a) the most recently completed accounting period in respect of which the financial statements have been prepared; or

• (b) if the issuer has not completed its first accounting period, the period from the date of commencement of business and ending on a stated date that is not more than 4 months before the specified date.

(1) If the directors of the issuer consider it necessary or desirable (after having regard to section 37A(1)(c) of the Act), an interim statement of financial position for the group.

(2) If an interim statement of financial position is included, the following statements for the group:

• (a) an interim statement of financial performance; and

• (b) an interim statement of cash flows; and

• (c) statements as to—

  • (i) all material changes (if any) in matters contained in the interim financial statements from the matters contained in the financial statements contained or referred to in the prospectus under clause 17; and

  • (ii) all transactions (if any) that are material related party transactions under generally accepted accounting practice and were entered into or were being performed in the period of the interim financial statements.

(3) The interim financial statements must be prepared—

• (a) in accordance with NZ IAS 34 (but need not be audited); and

• (b) for the period from the date of the financial statements contained or referred to in the prospectus under clause 17 and ending on a stated date that is not more than 9 months after the date of those financial statements.

The times and places in New Zealand where the following documents or copies of the following documents (and, if they are wholly or partly in a foreign language, a correct translation of the documents in English) may, on payment of any fee, be inspected by a person who so requests:

• (a) the constitution or other documents or instruments constituting or defining the constitution of the issuer:

• (b) the financial statements for the group referred to in clause 17(1):

• (c) any material contract disclosed under clause 10:

• (d) if the issuer was incorporated outside New Zealand, the statute or other authority by or under which the issuer was incorporated.

Particulars of any material matters relating to the offer of securities (other than matters elsewhere set out in the prospectus or in the financial statements referred to in the prospectus under clause 17(1), and contracts entered into in the ordinary course of business of a member of the borrowing group).

A statement by the directors of the issuer as to whether, in their opinion, after due enquiry by them, any of the following has materially and adversely changed during the period between the date of the latest financial statements contained or referred to in the prospectus and the specified date:

• (a) the trading or profitability of the borrowing group:

• (b) the value of its assets:

• (c) the ability of the borrowing group to pay its liabilities due within the next 12 months.

(1) A copy of a report by a qualified auditor, signed by him or her (either in his or her own name or that of his or her firm), stating—

• (a) the work done by the auditor; and

• (b) the scope and limitations of the audit; and

• (c) the existence of any relationship (other than that of auditor) that the auditor has with, or any interests that the auditor has in, the issuer or any of its guaranteeing subsidiaries; and

• (d) whether the auditor has obtained all information and explanations that he or she has required; and

• (e) whether, in the auditor's opinion, as far as appears from an examination of them, proper accounting records have been kept by the group; and

• (f) whether or not, in the auditor's opinion, the financial statements contained or referred to in the prospectus under clause 17,—

  • (i) subject to these regulations, comply with generally accepted accounting practice; and

  • (ii) give a true and fair view of the matters to which they relate, taking into account information or explanations of the kind referred to in section 14(2) of the Financial Reporting Act 1993 (if any); and

• (g) if the statements referred to in paragraph (f) do not so comply or give a true and fair view, the respects in which they do not; and

• (h) whether the amounts stated under clauses 8, 9(2) and (3), and 13 have been taken from audited financial statements, and whether or not the amounts have been correctly taken.

(2) If the prospectus contains prospective financial information, the auditor's report must contain a statement in the following form:

(3) If financial statements are referred to in a prospectus under clause 17(1), a report under this clause is not required to contain information of the kinds referred to in subclause (1)(a) to (g) to the extent that that information is contained in a report by a qualified auditor that is registered under the Financial Reporting Act 1993.

(4) If subclause (3) applies and the report under this clause does not contain any of that information, the date of the auditor’s report on the financial statements, and a statement as to whether or not the report was qualified or referred to a fundamental uncertainty in any respect and, if so, explaining what the qualification or fundamental uncertainty was.

(1) The name of the offeror, and the address of its registered office (or, if it does not have a registered office, its address) in New Zealand.

(2) A brief description of the securities being offered.

(3) A statement as to whether there is any maximum number or amount of the securities being offered and, if so, the number or amount.

(4) A statement as to whether there is any nominal value of the securities being offered and, if so, the nominal value.

(5) The price or other consideration to be paid or provided for the securities being offered, if this is a fixed amount. If the price or other consideration is not a fixed amount, a description of the manner by which that amount is fixed.

(1) The name and address of the manager and (if the manager is a body, whether corporate or unincorporated) every director of the manager.

(2) In respect of every director who is an employee of the manager, or of an associated person of the manager, the position held by him or her.

(3) The name and address of every promoter of the securities.

(4) If the manager, a director of the manager, or a promoter has, during the 5 years preceding the specified date, been adjudged bankrupt or insolvent, convicted of a crime involving dishonesty, prohibited from acting as a director of a company, or placed in statutory management, voluntary administration, liquidation, or receivership, a statement to that effect and the name and any alternative or former name or names of the manager, director, or promoter concerned.

(5) The names of the manager’s secretary (if any), the auditors, and the securities registrar (if it is not the manager).

(6) The names of any solicitors and other professional advisers (other than employees of the manager or of an associated person) that are involved in the preparation of the prospectus.

(7) The names, addresses, and qualifications of any experts named in the prospectus.

(8) If the offer of securities is underwritten, the name and address of any underwriter.

(1) The name of the statutory supervisor for the scheme.

(2) A statement to the effect that the statutory supervisor does not guarantee the repayment of the securities or the payment of interest on the securities.

(1) A description of the scheme.

(2) A description of the development of the scheme during the 5 years preceding the specified date.

(3) A brief description of the nature and use of the principal assets used for the purposes of the scheme.

(4) A statement as to—

• (a) whether the principal assets referred to in subclause (3) are owned or held under lease and by whom; and

• (b) whether or not those assets are subject to obligations in favour of another person that modify or restrict the manager’s ability to deal with the assets.

A description, and (if practicable) quantification, of all liabilities (including potential and contingent liabilities) that a person will or may incur as a holder of participatory securities relating to the scheme.

(1) Summary financial statements (if practicable, in tabular form) in respect of the scheme for—

• (a) each of the 5 consecutive accounting periods preceding the date of the statement of financial position contained or referred to in the prospectus under clause 20; and

• (b) the period of any interim financial statements set out in the prospectus under clause 21.

(2) The amounts in the summary financial statements required by subclause (1) must be taken from the financial statements for each period that complied with and were registered under the Financial Reporting Act 1993. If financial statements have not been registered, the amounts must be those that would have appeared in financial statements if those financial statements had been registered.

(3) The summary financial statements must comply with FRS-43.

(4) However, the summary financial statements are not required to comply with the requirements in FRS-43 that relate to any of the following:

• (a) a comparison of, and explanations for major variances between, prospective and historical financial statements:

• (b) events occurring after the balance date of a period:

• (c) comparative information for any period before the periods referred to in subclause (1).

(1) A brief description of the plans that the manager has in respect of the scheme for the year commencing on the specified date, including the sources of finance that will be required for the plans.

(2) A statement as to the prospects of the scheme, together with any material information that may be relevant to those prospects.

(3) The statement required by subclause (2) must include a description of all special trade factors and risks that—

• (a) are not mentioned elsewhere in the prospectus; and

• (b) are not likely to be known or anticipated by the general public; and

• (c) could materially affect the prospects of the scheme.

(4) In the case of a scheme that has not commenced business, or has commenced business within 6 months of the specified date,—

• (a) a feasibility study of the scheme stating—

  • (i) all assumptions on which it is based; and

  • (ii) the proposed distribution of any gross earnings of the scheme between the promoters, managers, and holders of participatory securities relating to the scheme; and

• (b) if a reference is made in the prospectus to proposed (or expected) earnings or a rate of return, the reference must be accompanied by prospective financial information showing—

  • (i) the method of calculation of the stated earnings or rate of return; and

  • (ii) the period of time expected to elapse before the stated earnings are, or the expected rate of return is, achieved.

(5) A prospective statement of financial position, a prospective statement of financial performance, and a prospective statement of cash flows for the scheme in relation to each of the following periods:

• (a) the accounting period ending on the next balance date after the specified date:

• (b) the accounting period that is subsequent to the period referred to in paragraph (a).

(6) The prospective financial statements required by subclause (5) must be prepared in accordance with FRS-42.

(7) However, prospective financial statements are not required under subclause (5) in relation to an accounting period referred to in that subclause if,—

• (a) in the opinion of the directors of the manager, after due enquiry by them, prospective financial statements for that period would be likely to deceive or mislead with regard to any particular that is material to the offer of securities (for example, because it is not practicable to formulate reasonable assumptions on which to base the statements); and

• (b) the prospectus contains a statement to this effect together with a statement of the directors' reasons for their opinion.

For the purposes of section 37(2) of the Act, the minimum amount that, in the opinion of the directors of the manager, must be raised by the issue of the securities in order to provide the sums (or, if any part is to be met in any other manner, the balance of the sums) required to be provided in respect of each of the following matters:

• (a) the purchase price of any property purchased or to be purchased that is to be met in whole or in part out of the proceeds of the offer:

• (b) any preliminary expenses and commission payable in whole or in part out of the proceeds of the offer:

• (c) working capital:

• (d) the repayment of any money borrowed in respect of any of the matters specified in paragraphs (a) to (c).

(1) If the prospectus or an advertisement relating to the scheme states or implies that any person guarantees the repayment of the securities offered (in whole or in part) or the payment of any interest or other money to holders of the securities, the following matters in respect of each of those persons:

• (a) the name of the person:

• (b) a description, and (if practicable) quantification, of the liability of the person to holders of the securities:

• (c) a statement as to whether the liability of the person is secured by a mortgage or other charge and, if so, the nature and amount of the charge:

• (d) the amount of the net tangible assets of the person as shown in the most recent audited statement of financial position of the person, together with a statement of any fundamental uncertainty or qualifications in the auditor's report in respect of the statement of financial position (subject to subclause (2)):

• (e) whether there are any contingent liabilities that could materially affect those net tangible assets:

• (f) whether the financial statements of the person are available for inspection and, if so, where:

• (g) if the person and the manager are associated persons, a statement to that effect and particulars of the nature of the relationship.

(2) If there is no audited statement of financial position of the person dated within 18 months of the specified date,—

• (a) the figure given for the amount of that person's net tangible assets in the prospectus must be that as at a date stated in the prospectus (being a date not earlier than 6 months before the specified date); and

• (b) the prospectus must include a statement to the effect that the figure for that person's net tangible assets has not been taken from an audited statement of financial position.

(1) This clause does not apply in respect of any business or equity securities if—

• (a) the prospectus contains or refers to a statement of financial position under clause 20; and

• (b) the consideration paid or payable, or proposed to be paid, for the acquisition of the business or equity securities is not more than one-fifth of the amount of the total tangible assets shown in that statement of financial position.

(2) If a business or equity securities have been acquired for the purposes of the scheme at any time in the 2 years preceding the specified date, the following information and statements:

• (a) a brief description of the activities of the business, or the business carried on by the issuer of those equity securities, in the course of the period that began 5 years before the specified date and ended on the date on which the business, or equity securities, were acquired:

• (b) summary financial statements (if practicable, in tabular form) for the business or the issuer of those equity securities in respect of the 5 accounting periods preceding the specified date that comply with clause 6(2) to (4) (which apply with any necessary modifications).

(3) If a business or equity securities were acquired for the purposes of the scheme at any time in the specified period, or if the prospectus contains a statement to the effect that it is intended that a business or equity securities will be acquired for the purpose of the scheme, the following information and statements:

• (a) the amount of the consideration paid or payable, or proposed to be paid, for the business or equity securities:

• (b) a brief description of the business, or of the business carried on by the issuer of those equity securities, in the course of the 5 years before the specified date:

• (c) summary financial statements (if practicable, in tabular form) for the business or the issuer of those equity securities in respect of the 5 accounting periods preceding the specified date that comply with clause 6(2) to (4) (which apply with any necessary modifications):

• (d) either—

  • (i) a reference to the latest financial statements for the business or the issuer of those equity securities that comply with, and have been registered under, the Financial Reporting Act 1993, the accounting period covered by those statements, and the date of registration (and, if the issuer so wishes, those financial statements); or

  • (ii) audited financial statements for the business or the issuer of those equity securities prepared in accordance with generally accepted accounting practice for the relevant accounting period.

(4) In subclause (3),—

In respect of all participatory securities relating to the scheme that, within the 5 years preceding the specified date, have been allotted, or have been subscribed for and are to be allotted, as fully or partly paid up otherwise than in cash, the following particulars:

• (a) a description (sufficient to identify it) of each class of security:

• (b) in respect of each class of security, the extent to which the securities are paid up otherwise than in cash:

• (c) in respect of each class of security, a description of the consideration for which the securities have been allotted or are to be allotted.

(1) If an option to subscribe for securities relating to the scheme is granted to, or is proposed to be granted to, any person by or on behalf of a manager or promoter of the scheme, the following information:

• (a) in respect of each class of the securities that are under option:

  • (i) a description of the class of securities:

  • (ii) the total number of securities:

  • (iii) the subscription price of each security:

  • (iv) the consideration (if any) given or to be given for each option and the expiry date of the option:

• (b) the total number of each class of securities under option to, or for the benefit of, each of the following classes of persons:

  • (i) the promoters and managers of the scheme:

  • (ii) if a promoter or manager is a body corporate or unincorporate, the directors and principal officers of the promoter or manager or of any subsidiary of the promoter or manager:

  • (iii) the employees of a promoter or manager of the scheme and, if a promoter or manager is a body corporate or unincorporate, the employees of any subsidiary of the promoter or manager.

(2) Subclause (1)(b) does not apply if the option is granted or is proposed to be granted on the same terms and on a pro rata basis to all holders of securities of the same class as those to which the option relates.

(1) If any specified person is entitled to remuneration for services, or to recover expenses, in respect of the scheme, particulars of—

• (a) the nature of the services or expenses; and

• (b) if remuneration or expense recovery is from the scheme, whether or not the amount of remuneration or expenses is limited and, if so, the limits.

(2) Particulars of any direct or indirect material interest in the scheme, or in any contract or arrangement entered into on behalf of or in respect of the scheme, that—

• (a) any specified person has, or has had at any time during the 5 years preceding the specified date; and

• (b) is material to either or both of the person who has the interest and the scheme.

(3) If more than 10% of the value of the assets of the scheme (calculated in accordance with generally accepted accounting practice) was, at any time during the 2 years preceding the specified date, represented directly or indirectly by any securities of which any specified person was the issuer, a description of those securities.

(4) In this clause, specified person—

• (a) means the manager, a promoter of the scheme, or an associated person of either of them; and

• (b) in the case of an offer of previously allotted securities referred to in section 6(2) or (3) of the Act, includes the offeror, the securities holder at the time of the offer, or an associated person of either of them.

In relation to every material contract entered into in respect of the scheme at any time in the 2 years preceding the specified date (not being a contract entered into in the ordinary course of business of the scheme),—

• (a) its date; and

• (b) the names of the parties to it; and

• (c) its general nature.

A brief description of any legal proceedings or arbitrations that—

• (a) are pending at the specified date; and

• (b) may have a material adverse effect on the scheme.

Particulars of any issue expenses, including—

• (a) their amount or estimated amount; and

• (b) in respect of any commission payable,—

  • (i) the rate of commission; and

  • (ii) the persons or classes of persons to whom the commission is payable.

(1) The date of the deed of participation for the scheme and the dates of all amendments to the deed (or, if the deed and some or all of the amendments to it have been consolidated, the date of the consolidation and the dates of all amendments since the consolidation).

(2) A summary of the principal terms of the deed of participation for the scheme (including any amendments).

All terms of the offer, and all terms of the securities being offered, not elsewhere set out in the prospectus, other than—

• (a) any terms implied by law; or

• (b) any terms set out in a document that—

  • (i) is registered with a public official; and

  • (ii) is available for public inspection; and

  • (iii) is referred to in the prospectus.

(1) Clauses 20 and 21 apply only if, before the specified date, the scheme has commenced business and—

• (a) an asset has been acquired by the scheme; or

• (b) a debt has been incurred in respect of the scheme.

(2) If clause 20 applies, financial statements for the scheme must be contained or referred to in the prospectus in accordance with that clause.

(1) A reference to the latest financial statements for the scheme that comply with, and have been registered under, the Financial Reporting Act 1993, the accounting period covered by those statements, and the date of registration.

(2) If the issuer so wishes, the latest financial statements referred to in subclause (1).

(3) If no financial statements for the scheme have been registered under the Financial Reporting Act 1993, financial statements for the scheme prepared and audited as if they were to be registered under that Act for—

• (a) the most recently completed accounting period in respect of which the financial statements have been prepared; or

• (b) if the scheme has not completed its first accounting period, the period from the date of commencement of business and ending on a stated date that is not more than 4 months before the specified date.

(1) If the directors of the issuer consider it necessary or desirable (after having regard to section 37A(1)(c) of the Act), an interim statement of financial position for the scheme.

(2) If an interim statement of financial position is included, the following statements for the scheme:

• (a) an interim statement of financial performance; and

• (b) an interim statement of cash flows; and

• (c) statements as to—

  • (i) all material changes (if any) in matters contained in the interim financial statements from the matters contained in the financial statements contained or referred to in the prospectus under clause 20; and

  • (ii) all transactions (if any) that are material related party transactions under generally accepted accounting practice and were entered into or were being performed in the period of the interim financial statements.

(3) The interim financial statements must be prepared—

• (a) in accordance with NZ IAS 34 (but need not be audited); and

• (b) for the period from the date of the financial statements contained or referred to in the prospectus under clause 20 and ending on a stated date that is no more than 9 months after the date of those financial statements.

The times and places where the following documents or copies of the following documents may, on payment of any fee, be inspected by a person who so requests:

• (a) the financial statements for the scheme referred to in clause 20(1):

• (b) any material contract disclosed under clause 14.

Particulars of any material matters relating to the offer of securities (other than matters elsewhere set out in the prospectus or in the financial statements referred to in the prospectus under clause 20(1), and contracts entered into in the ordinary course of business of the scheme).

A statement by the manager (or, if the manager is a body corporate or unincorporate, by the directors of that body) as to whether, in his or her or their opinion, after due enquiry by him or her or them, any of the following has materially and adversely changed during the period between the date of the latest financial statements contained or referred to in the prospectus and the specified date:

• (a) the profitability or activities of the scheme:

• (b) the value of its assets:

• (c) the ability of the scheme to pay its liabilities due within the next 12 months.

(1) A copy of a report by a qualified auditor, signed by him or her (either in his or her own name or that of his or her firm), stating—

• (a) the work done by the auditor; and

• (b) the scope and limitations of the audit; and

• (c) the existence of any relationship (other than that of auditor) that the auditor has with, or any interests that the auditor has in, the scheme; and

• (d) whether the auditor has obtained all information and explanations that he or she has required; and

• (e) whether, in the auditor's opinion, as far as appears from an examination of them, proper accounting records have been kept by the scheme; and

• (f) whether or not, in the auditor's opinion, the financial statements contained or referred to in the prospectus under clause 20,—

  • (i) subject to these regulations, comply with generally accepted accounting practice; and

  • (ii) give a true and fair view of the matters to which they relate, taking into account information or explanations of the kind referred to in section 14(2) of the Financial Reporting Act 1993 (if any); and

• (g) if the statements referred to in paragraph (f) do not so comply or give a true and fair view, the respects in which they do not; and

• (h) whether the amounts stated under clauses 6 and 10(2) and (3) have been taken from audited financial statements, and, whether or not the amounts have been correctly taken.

(2) If the prospectus contains prospective financial information, the auditor's report must contain a statement in the following form:

(3) If financial statements are referred to in a prospectus under clause 20(1), a report under this clause is not required to contain information of the kinds referred to in subclause (1)(a) to (g) to the extent that that information is contained in a report by a qualified auditor that is registered under the Financial Reporting Act 1993.

(4) If subclause (3) applies and the report under this clause does not contain any of that information, the date of the auditor’s report on the financial statements, and a statement as to whether or not the report was qualified or referred to a fundamental uncertainty in any respect and, if so, explaining what the qualification or fundamental uncertainty was.

(1) The name of the unit trust.

(2) The year and place of establishment of the unit trust.

(3) The duration of the unit trust.

(4) A brief description of the units being offered.

(5) A statement as to whether there is any maximum number or amount of units in the unit trust and, if so, the number or amount.

(6) The price or other consideration to be paid or provided for the units, if this is a fixed amount. If the price or other consideration is not a fixed amount, a description of the manner by which that amount is fixed.

(7) The amount, or maximum amount, of the fees payable or deductions that will be made (if any) for purchasing or selling units and the time or times at which the fees or deductions will be payable or made.

(8) If the offer of units is made only during a particular period, the opening and closing dates of the offer.

(1) The name and address of the manager of the unit trust, and the name and address of every director of the manager.

(2) If the manager is a subsidiary, the name of its ultimate holding company.

(3) The names of all other unit trusts managed by the manager.

(4) The name of every promoter (if any) of the unit trust.

(5) The name of any administration manager or investment manager of the unit trust.

(6) If any person specified in subclause (7) has, during the 5 years preceding the specified date, been adjudged bankrupt or insolvent, convicted of any crime involving dishonesty, prohibited from acting as a director of a company, or placed in statutory management, voluntary administration, liquidation, or receivership, a statement to that effect including the name and any alternative or former name or names of the manager, promoter, or director concerned.

(7) The persons are—

• (a) the manager, administration manager, investment manager, or promoter of the unit trust:

• (b) if any manager, administration manager, investment manager, or promoter of the unit trust is a body corporate or unincorporate, any director of that manager or promoter.

(1) The names of any registrar, custodian, and auditors of the unit trust.

(2) The names of any solicitors and other professional advisers (other than employees of the manager or of any associated person) that are involved in the preparation of the prospectus.

(3) The names, addresses, and qualifications of any experts named in the prospectus.

A statement as to whether or not the unit trustee and any custodians are independent of the manager of the unit trust and of any promoter, administration manager, and investment manager and, if not, a description of the relationship between the unit trustee or custodian and the manager, promoter, administration manager, or investment manager.

(1) The name and address of the unit trustee of the unit trust and, if the unit trustee is a body corporate, of every director of the trustee.

(2) If the unit trustee is a body corporate, the statute or other authority under which the unit trustee was incorporated or registered, and the date and country of incorporation or registration.

(3) If the unit trustee is a subsidiary, the name and country of incorporation of its ultimate holding company.

(4) A description of the extent, if any, to which the unit trustee is indemnified by the unit trust.

(5) A statement as to whether or not the unit trustee guarantees the repayment of the units or the payment of any earnings on the units.

(1) The date of the trust deed for the unit trust, and the dates of all amendments to the deed (or, if the deed and some or all of the amendments to it have been consolidated, the date of the consolidation and the dates of all amendments since the consolidation).

(2) A summary of the principal terms of the trust deed for the unit trust (including any amendments).

(3) A description of any restrictions on investment of the funds of the unit trust, to the extent not included in the summary under subclause (2).

(4) A brief description of the investment and other material activities of, and any material developments relating to, the unit trust during the 5 years preceding the specified date.

(5) A description of the investment objectives and policy for the unit trust, and of the means by which changes can be made to those objectives and that policy.

(6) A description of the investment performance of the unit trust during each of the 5 years preceding the specified date, and, if any performance data is set out in the prospectus, the basis on which the data has been calculated.

(7) A description of the policy regarding distributions from the unit trust.

(8) A statement of any undertakings to unit holders about return of capital.

A statement as to whether any liabilities (including contingent liabilities) may be incurred by unit holders in relation to the unit trust (other than in respect of the purchase price of units) and, if so, whether there are any limitations on those liabilities.

(1) Summary financial statements (if practicable, in tabular form) in respect of the unit trust for—

• (a) each of the 5 consecutive accounting periods preceding the date of the statement of financial position contained or referred to in the prospectus under clause 18(1) or (3)(a); and

• (b) the period of any interim financial statements set out in the prospectus under clause 18(3)(b).

(2) The amounts in the summary financial statements required by subclause (1) must be taken from the financial statements for each period that complied with and were registered under the Financial Reporting Act 1993. If financial statements have not been registered, the amounts must be those that would have appeared in financial statements if those financial statements had been registered.

(3) The summary financial statements must comply with FRS-43.

(4) However, the summary financial statements are not required to comply with the requirements in FRS-43 that relate to any of the following:

• (a) a comparison of, and explanations for major variances between, prospective and historical financial statements:

• (b) events occurring after the balance date of a period:

• (c) comparative information for any period before the periods referred to in subclause (1).

For the purposes of section 37(2) of the Act, the minimum amount that, in the opinion of the directors of the manager, must be raised by the issue of the securities in order to provide the sums (or, if any part is to be met in any other manner, the balance of the sums) required to be provided in respect of each of the following matters:

• (a) the purchase price of any property purchased or to be purchased that is to be met in whole or in part out of the proceeds of the offer:

• (b) any preliminary expenses and commission payable in whole or in part out of the proceeds of the offer:

• (c) working capital:

• (d) the repayment of any money borrowed in respect of any of the matters referred to in paragraphs (a) to (c).

(1) If the prospectus or an advertisement relating to the unit trust states or implies that any person guarantees the payment of any money payable from the unit trust, the following matters in respect of each of those persons:

• (a) the name of the person:

• (b) a description, and (if practicable) quantification, of the liability of the person in respect of that money:

• (c) a statement as to whether the liability of the person is secured by a mortgage or other charge and, if so, the nature and amount of the charge:

• (d) the amount of the net tangible assets of the person as shown in the most recent audited statement of financial position of the person, together with a statement of any fundamental uncertainty or qualifications in the auditor's report in respect of the statement of financial position (subject to subclause (2)):

• (e) whether there are any contingent liabilities that could materially affect those net tangible assets:

• (f) whether the financial statements of the person are available for inspection and, if so, where:

• (g) if the person and the manager are associated persons, a statement to that effect and particulars of the nature of the relationship.

(2) If there is no audited statement of financial position of the person dated within 18 months of the specified date,—

• (a) the figure given for the amount of that person's net tangible assets in the prospectus must be that as at a date stated in the prospectus (being a date not earlier than 6 months before the specified date); and

• (b) the prospectus must include a statement to the effect that the figure for that person's net tangible assets has not been taken from an audited statement of financial position.

(1) This clause does not apply in respect of—

• (a) any business or equity securities if the consideration paid or payable, or proposed to be paid, for the acquisition of the business or equity securities is not more than one-fifth of the amount of the total tangible assets shown in the financial statements referred to in clause 18(1); or

• (b) any equity securities that are quoted on a securities market.

(2) If a business or equity securities have been acquired for the purposes of the unit trust at any time in the 2 years preceding the specified date, the following information and statements:

• (a) a description of the activities of the business, or the business carried on by the issuer of those equity securities, in the course of the period that began 5 years before the specified date and ended on the date on which the business, or equity securities, were acquired:

• (b) summary financial statements (if practicable, in tabular form) for the business or the issuer of those equity securities in respect of the 5 accounting periods preceding the specified date that comply with clause 8(2) to (4) (which apply with any necessary modifications).

(3) If a business or equity securities were acquired for the purposes of the unit trust at any time in the specified period, or if the prospectus contains a statement to the effect that it is intended that a business or equity securities will be acquired for the purposes of the unit trust, the following information and statements:

• (a) the amount of the consideration paid or payable, or proposed to be paid, for the business or equity securities:

• (b) a description of the business, or of the business carried on by the issuer of those equity securities, in the course of the 5 years before the specified date:

• (c) summary financial statements (if practicable, in tabular form) for the business or the issuer of those equity securities in respect of the 5 accounting periods preceding the specified date that comply with clause 8(2) to (4) (which apply with any necessary modifications):

• (d) either—

  • (i) a reference to the latest financial statements for the business or the issuer of those equity securities that comply with, and have been registered under, the Financial Reporting Act 1993, the accounting period covered by those statements, and the date of registration (and, if the issuer so wishes, those financial statements); or

  • (ii) audited financial statements for the business or the issuer of those equity securities prepared in accordance with generally accepted accounting practice for the relevant accounting period.

(4) In subclause (3),—

(1) If options to subscribe for units have been or are to be issued, a description of the options.

(2) If units have been or are to be issued for a consideration other than cash, a statement of the number of units, the non-cash consideration, and the extent to which the units are, or are to be, so paid up.

(1) If any specified person is entitled to remuneration for services, or to recover expenses, in respect of the unit trust, particulars of—

• (a) the nature of the services or expenses; and

• (b) if remuneration or expense recovery is from the unit trust, whether or not the amount of remuneration or expenses is limited and, if so, the limits.

(2) Particulars of any direct or indirect material interest in the unit trust, or in any contract or arrangement entered into on behalf of or in respect of the unit trust, that—

• (a) any specified person has, or has had at any time during the 5 years preceding the specified date; and

• (b) is material to either or both of the person who has the interest and the unit trust.

(3) If more than 10% of the value of the assets of the unit trust (calculated in accordance with generally accepted accounting practice) was, at any time during the 2 years preceding the specified date, represented directly or indirectly by any securities of which any specified person was the issuer, a description of those securities.

(4) In this clause, specified person means the unit trustee, the manager, or any administration manager, investment manager, custodian, or promoter of the unit trust (or any associated person of any of them).

In relation to every material contract entered into in respect of the unit trust at any time in the 2 years preceding the specified date (not being a contract entered into in the ordinary course of business of the unit trust),—

• (a) its date; and

• (b) the names of the parties to it; and

• (c) its general nature.

A brief description of any legal proceedings or arbitrations that—

• (a) are pending at the specified date; and

• (b) may have a material adverse effect on the unit trust.

Particulars of any issue expenses, including—

• (a) their amount or estimated amount; and

• (b) in respect of any commission payable,—

  • (i) the rate of commission; and

  • (ii) the persons or classes of persons to whom the commission is payable.

All terms of the offer, and all terms of the units being offered, not elsewhere set out in the prospectus, other than—

• (a) any terms implied by law; or

• (b) any terms set out in a document that—

  • (i) is registered with a public official; and

  • (ii) is available for public inspection; and

  • (iii) is referred to in the prospectus.

(1) A reference to the latest financial statements for the unit trust that comply with, and have been registered under, the Financial Reporting Act 1993, the accounting period covered by those statements, and the date of registration.

(2) The date of the auditor’s report on those financial statements, and a statement as to whether or not the report referred to a fundamental uncertainty or was qualified in any respect and, if so, explaining what the fundamental uncertainty or qualification was.

(3) If the issuer so wishes,—

• (a) the latest financial statements referred to in subclause (1) and the auditor's report on those statements; and

• (b) interim financial statements for the unit trust prepared as at a later date (not being more than 9 months after the balance date of the financial statements referred to in subclause (1)) in accordance with NZ IAS 34 (that need not be audited) and statements as to—

  • (i) all material changes (if any) in matters contained in the interim financial statements from the matters contained in the financial statements contained or referred to in the prospectus under subclause (1) or paragraph (a); and

  • (ii) all transactions (if any) that are material related party transactions under generally accepted accounting practice and were entered into or were being performed in the period of the interim financial statements.

(4) A copy of a report by a qualified auditor, signed by him or her (either in his or her own name or that of his or her firm), stating whether the amounts stated under clauses 8 and 11(2) and (3) have been taken from audited financial statements and whether or not the amounts have been correctly taken.

(5) If the prospectus contains prospective financial information, the auditor's report must contain a statement in the following form:

The times and places where copies of the following documents may, on payment of any fee, be inspected by a person who so requests:

• (a) the trust deed for the unit trust and any amendments to the deed:

• (b) the financial statements for the unit trust referred to in clause 18(1):

• (c) any material contract disclosed under clause 14:

• (d) the latest annual report for the unit trust.

Particulars of any material matters relating to the unit trust (other than matters elsewhere set out in the prospectus or in the financial statements referred to in clause 18(1), and contracts entered into in the ordinary course of business of the unit trust).

A statement by the directors of the manager as to whether, in their opinion, after due enquiry by them, any of the following has materially and adversely changed during the period between the date of the latest financial statements contained or referred to in the prospectus and the specified date:

• (a) the value of the unit trust's assets relative to its liabilities (including contingent liabilities):

• (b) the ability of the unit trust to pay its debts as they become due in the normal course of business.

A statement by the unit trustee stating, in respect of the accounting period referred to in clause 18(1), whether or not, in the unit trustee's opinion, the manager has managed the unit trust during that period in accordance with the provisions of the trust deed and of the offer of units.

(1) The name of the life insurance company, and the address of its registered office (or, if it does not have a registered office, its address) in New Zealand.

(2) If the life insurance company is a body corporate,—

• (a) the statute or other authority by or under which the company is incorporated or registered; and

• (b) the date and country of incorporation; and

• (c) the date of registration in New Zealand (if that date is different from the date of incorporation); and

• (d) the registered number (if any); and

• (e) the place (if any) in New Zealand where a public file relating to the incorporation or registration of the company is kept.

(3) A brief description of the principal activities of the life insurance company and, to the extent not included in subclause (2), of the insurance and investment activities of, and of any material development relating to, the company during the 5 years preceding the specified date.

(1) A brief description of the types of life insurance policies to which the prospectus relates.

(2) In respect of each of those types of policy, a description of the principal terms set out in the specimen policy document for the policy.

(1) If the returns to holders of any of the life insurance policies to which the prospectus relates are in any circumstances calculated by reference to the returns on a particular group of assets, a statement to this effect and a brief description of the circumstances and of that group of assets.

(2) If the liability of the life insurance company to satisfy its obligations under any of the life insurance policies to which the prospectus relates (as distinct from calculating the returns on the policies) is limited in whole or in part to a particular group of assets (a fund) (whether the fund or the limitation is created by statute, by contract, or otherwise), a statement to this effect and a description of each of those funds.

(3) Subclause (4) applies if—

• (a) all the assets of the life insurance company are liable to satisfy the obligations under some of the life insurance policies to which the prospectus relates; and

• (b) only the assets of 1 or more funds are liable to satisfy all or a part of the company's obligations under other life insurance policies to which the prospectus relates.

(4) The references in subclauses (6) and (7) and clauses 5, 7, 8, 12, 13, and 15 to financial statements, actuarial reports, auditor's reports, or assets or liabilities of, or acquisitions by, the company must be read as references to financial statements, actuarial reports, auditor's reports, or assets or liabilities of, or acquisitions by, both the company and each of those funds.

(5) If the liability of the life insurance company to satisfy its obligations under each of the life insurance policies to which the prospectus relates is limited in whole or in part to the assets of 1 or more funds, references in subclauses (6) and (7) and clauses 5, 7, 8, 12, 13, and 15 to financial statements, actuarial reports, auditor's reports, or assets or liabilities of, or acquisitions by, the company must be read as references to financial statements, actuarial reports, auditor's reports, or assets or liabilities of, or acquisitions by, each of those funds.

(6) If any liabilities of the life insurance company rank in point of security ahead of its liabilities under any of the life insurance policies to which the prospectus relates, a statement to this effect and a description of those liabilities that rank ahead.

(7) If the use of any assets of the life insurance company or of a fund to satisfy the obligations of the life insurance company under any of the life insurance policies to which the prospectus relates is limited or restricted in any way, a statement to this effect and a description of the limitation or restriction.

(1) The name and address of every director of the life insurance company.

(2) In respect of every director who is an employee of the life insurance company, or of any associated person of the life insurance company, the position held by him or her.

(3) The name of every promoter of any of the life insurance policies.

(4) If the life insurance company, any director of the life insurance company, or any promoter has, during the 5 years preceding the specified date, been adjudged bankrupt or insolvent, convicted of any crime involving dishonesty, prohibited from acting as a director of a company, or placed in statutory management, voluntary administration, liquidation, or receivership, a statement to that effect including the name and any alternative or former name or names of the company, director, or promoter concerned.

(5) The names of any auditors, and of any solicitors and other professional advisers (other than employees of the life insurance company or of any associated person) and actuaries involved in the preparation of the prospectus.

(6) The names, addresses, and qualifications of any experts named in the prospectus.

(1) Summary financial statements (if practicable, in tabular form) in respect of the life insurance company for—

• (a) each of the 5 consecutive accounting periods preceding the date of the statement of financial position contained or referred to in the prospectus under clause 12(1) or (3)(a); and

• (b) the period of any interim financial statements contained in the prospectus under clause 12(3)(b).

(2) The amounts in the summary financial statements required by subclause (1) must be taken from the financial statements for each period that complied with and were registered under the Financial Reporting Act 1993. If financial statements have not been registered, the amounts must be those that would have appeared in financial statements if those financial statements had been registered.

(3) The summary financial statements must comply with FRS-43.

(4) However, the summary financial statements are not required to comply with the requirements in FRS-43 that relate to any of the following:

• (a) a comparison of, and explanations for major variances between, prospective and historical financial statements:

• (b) events occurring after the balance date of a period:

• (c) comparative information for any period before the periods referred to in subclause (1).

(1) If the prospectus or an advertisement relating to any of the life insurance policies to which the prospectus relates states or implies that any person (other than the life insurance company) guarantees the payment of any money payable under any of the policies, the following matters in respect of each of those persons:

• (a) the name of the person:

• (b) a description, and (if practicable) quantification, of the liability of the person in respect of that money:

• (c) a statement as to whether the liability of the person is secured by a mortgage or other charge and, if so, the nature and amount of the charge:

• (d) the amount of the net tangible assets of the person as shown in the most recent audited statement of financial position of the person, together with a statement of any fundamental uncertainty or qualifications in the auditor's report in respect of the statement of financial position (subject to subclause (2)):

• (e) whether there are any contingent liabilities that could materially affect those net tangible assets:

• (f) whether the financial statements of the person are available for inspection and, if so, where:

• (g) if the person and the life insurance company are associated persons, a statement to that effect and particulars of the nature of the relationship.

(2) If there is no audited statement of financial position of the person dated within 18 months of the specified date,—

• (a) the figure given for the amount of the person's net tangible assets in the prospectus must be that as at a date stated in the prospectus (being a date not earlier than 6 months before the specified date); and

• (b) the prospectus must include a statement to the effect that the figure for the person's net tangible assets has not been taken from an audited statement of financial position.

(1) This clause does not apply in respect of—

• (a) any business or equity securities if the consideration paid or payable, or proposed to be paid, for the acquisition of the business or equity securities is not more than one-fifth of the amount of the total tangible assets shown in the financial statements referred to in clause 12(1); or

• (b) any equity securities that are quoted on a securities market.

(2) If a business or equity securities have been acquired by the life insurance company at any time in the 2 years preceding the specified date, the following information and statements:

• (a) a description of the activities of the business, or the business carried on by the issuer of those equity securities, in the course of the period that began 5 years before the specified date and ended on the date on which the business, or equity securities, were acquired:

• (b) summary financial statements (if practicable, in tabular form) for the business or the issuer of those equity securities in respect of the 5 accounting periods preceding the specified date that comply with clause 5(2) to (4) (which apply with any necessary modifications).

(3) If a business or equity securities were acquired by the life insurance company at any time in the specified period, or if the prospectus contains a statement to the effect that it is intended that a business or equity securities will be acquired by the company, the following information and statements:

• (a) the amount of the consideration paid or payable, or proposed to be paid, for the business or equity securities:

• (b) a description of the business, or of the business carried on by the issuer of those equity securities, in the course of the 5 years before the specified date:

• (c) summary financial statements (if practicable, in tabular form) for the business or the issuer of those equity securities in respect of the 5 accounting periods preceding the specified date that comply with clause 5(2) to (4) (which apply with any necessary modifications):

• (d) either—

  • (i) a reference to the latest financial statements for the business or the issuer of those equity securities that comply with, and have been registered under, the Financial Reporting Act 1993, the accounting period covered by those statements, and the date of registration (and, if the issuer so wishes, those financial statements); or

  • (ii) audited financial statements for the business or the issuer of those equity securities prepared in accordance with generally accepted accounting practice for the relevant accounting period.