For the purposes of section 51(1)(c) of the Act, an offeror does not have to comply with section 50 of the Act in respect of an offer of financial products to a person (A) if—

For the purposes of subclause (1)(b), immaterial differences in the information that is contained in the PDS referred to in section 50 of the Act and the documents or information referred to in subclause (1)(b)(i) to (iii) may be disregarded.

An offeror must be treated as having reasonable grounds for believing that A has already been given (or has access and knows that they have access to) 1 or more documents or the information referred to in regulation 15(1)(b)(i) to (iii) if—

This regulation does not limit the circumstances in which the offeror may have reasonable grounds for the belief referred to in subclause (1).

For the purposes of section 51(1)(c) of the Act, an offeror does not have to comply with section 50 of the Act in respect of an offer of financial products to a person (A) if—

For the purposes of section 51(1)(c) of the Act, an offeror does not have to comply with section 50 of the Act in respect of an offer of NBDT category 2 debt securities to a person (A) if—

This regulation applies for the purposes of regulation 18(b) if, at the time of the offer to A, the NBDT does not have an investment-grade credit rating.

The offeror must make available to A a credit risk statement before the offeror accepts an application for the NBDT category 2 debt securities that is made by A or the offeror issues or transfers the NBDT category 2 debt securities to A (whichever is earlier).

The credit risk statement must be made available by—

The credit risk statement must—

If the credit risk statement is included in an application form or other document, the statement must be reasonably prominent in that document.

An NBDT has an investment-grade credit rating if the NBDT has a current rating of its creditworthiness or, if required by regulations made under the Non-bank Deposit Takers Act 2013, the creditworthiness of its borrowing group that is—

Every PDS must, at the start of the PDS,—

The PDS may also, at the start of the PDS, do any or all of the following:

In the case of derivatives, the statement under subclause (1)(e) must be in the following form:

“

This document provides important information about [name of financial product or products or offer] to help you decide whether you want to enter into [it or any of these derivatives]. There is other useful information about this offer at [specify Internet site address of the offer register].

*Many derivatives are complex and high-risk financial products that are not suitable for most retail investors. If you do not fully understand a derivative described in this document and the risks associated with it, you should not enter into it. You can also seek advice from a financial adviser to help you make your decision. You should ask if that adviser has experience with these types of derivatives.

[Name of issuer] has prepared this document in accordance with the Financial Markets Conduct Act 2013.”

The information required or permitted by regulation 20 must be—

If the cover page contains no information other than the information required or permitted by regulation 20 or an exemption, the cover page must be disregarded when determining whether the PDS complies with the length restrictions that apply under regulations 22 to 29.

Every PDS for an offer of debt securities must contain all of the information specified in Part 1 of Schedule 2 that is applicable.

However,—

The PDS under subclause (1) or (2) must comply with at least 1 of the following length limits:

PDSs that comply with subclause (2)(b)(i) are declared to be a class of simplified disclosure PDSs for the purposes of section 470 of the Act.

Every PDS for an offer of equity securities must contain all of the information specified in Part 1 of Schedule 3 that is applicable.

However, in the case of a simplified disclosure offer of equity securities, the PDS must—

The PDS under subclause (1) or (1A) must comply with at least 1 of the following length limits:

PDSs that comply with subclause (1A)(a) are declared to be a class of simplified disclosure PDSs for the purposes of section 470 of the Act.

Every PDS for an offer of managed investment products in a managed fund must contain all of the information specified in Part 1 of Schedule 4 that is applicable.

The PDS under subclause (1) must comply with at least 1 of the following length limits:

Every PDS for an offer of managed investment products in any other managed investment scheme must contain all of the information specified in Part 1 of Schedule 5 that is applicable.

The PDS under subclause (3) must comply with at least 1 of the following length limits:

Every PDS for an offer of derivatives must contain all of the information specified in Part 1 of Schedule 6 that is applicable.

The PDS must comply with at least 1 of the following length limits:

Every PDS must contain a key information summary (KIS).

However, subclause (1) does not apply to an offer of NBDT category 2 debt securities if the PDS contains all of the information specified in Schedule 7 that is applicable.

The purpose of a KIS is to provide the issuer’s assessment of the most significant aspects of the offer of the financial products that are relevant to a prudent but non-expert person’s decision as to whether or not to acquire the financial products.

The issuer must have regard to that purpose when preparing the KIS.

Every KIS must, at the start of the KIS, include, in a prominent position, the words “Key Information Summary”.

Every KIS must comply with the following requirements:

The KIS must comply with,—

A KIS does not fail to comply with subclause (1)(c) merely because the KIS contains additional information that is necessary—

A KIS does not fail to comply with subclause (1)(c) merely because it includes—

A warning referred to in subclause (4)(b) must be disregarded when determining whether the KIS or PDS complies with the length restrictions that apply under subclause (2) or regulations 22 to 25.

In this regulation, required or permitted information means the information that is required or permitted to be contained in the KIS by these regulations or an exemption.

The format, font, and font size of the PDS must be easily readable.

See also section 61 of the Act (PDS must be worded and presented in a clear, concise, and effective manner).

Blank pages must be disregarded when determining whether the KIS or PDS complies with the length restrictions that apply under regulations 22 to 29.

A PDS may—

However, subclause (1) applies only if the issuer reasonably considers that disclosing information about those classes, registered schemes, or types in 1 document is useful to investors.

In the case of an offer referred to in section 44 of the Act (convertible financial products), the PDS may, in accordance with regulations 49A to 49F, relate to the convertibles and the new products.

If these regulations require information to be contained or included in a PDS or register entry,—

The requirements are that the PDS or register entry must—

If a document that is lodged with the Registrar contains information that is incorporated by reference in the PDS,—

A PDS must not contain any information in addition to the required or permitted information unless—

See also section 61 of the Act (which requires the information in the PDS to be worded and presented in a clear, concise, and effective manner).

This regulation does not limit any other permission to include additional information in the PDS.

In this regulation,—

This regulation applies if—

The information must be included in the PDS in the place that the issuer considers is most appropriate in terms of the PDS being presented in a clear, concise, and effective manner.

A PDS may include an application form if that form is included in an unnumbered section at the end of the PDS.

The application form must be disregarded when determining whether the PDS complies with the length restrictions that apply under regulations 22 to 25.

Subclause (2) does not apply if the application form contains information that is not directly related to an application for the financial products (for example, information that promotes the offer).

In this regulation, application form means an application form for the financial products that are offered under the PDS (or, in the case of derivatives, an application form to enter into a client agreement with a derivatives issuer).

Regulations 38 to 41 and 43 specify the information that the register entry (if any) is required to contain for the purposes of—

See regulations 50 and 51 (which provide for the updating of register entries).

Every register entry for an offer of debt securities must contain all of the information specified in Part 2 of Schedule 2 that is applicable.

Every register entry for an offer of equity securities must contain all of the information specified in Part 2 of Schedule 3 that is applicable.

Every register entry for an offer of managed investment products in a managed fund must contain all of the information specified in Part 2 of Schedule 4 that is applicable.

Every register entry for an offer of managed investment products in any other managed investment scheme must contain all of the information specified in Part 2 of Schedule 5 that is applicable.

Every register entry for an offer of derivatives must contain all of the information specified in Part 2 of Schedule 6 that is applicable.

Regulations 37 to 41 do not limit—

Section 57(1)(b)(ii) of the Act does not apply to a simplified disclosure offer.

This regulation applies to an offer of interests in a multiple-participant scheme.

Section 57(1)(b)(ii) of the Act does not apply to information contained in relevant supplements that are given to investors under clause 8B of Schedule 4.

In this clause, multiple-participant scheme and relevant supplement have the same meanings as in clause 8B of Schedule 4.

If any of Schedules 2 to 7 require a PDS to refer to information contained on the offer register, the register entry must contain that information.

Information for a register entry that is lodged with or given to the Registrar must be lodged or given in the manner specified by the Registrar in accordance with clause 13(1) of Schedule 2 of the Act.

For the purposes of section 63 of the Act, an issuer that lodges a PDS must, when the PDS is lodged, supply to the Registrar evidence of the board’s consent—

Evidence of the board’s consent may include a statement of the board’s consent to the lodgement and supply that is signed on behalf of the board—

Subclause (2) does not limit the form that the evidence may take.

For the purposes of section 71(2) of the Act, a supplementary document must not be lodged with the Registrar if—

An offeror must, when acting under section 80 of the Act, comply with the following requirements:

This regulation applies if a PDS specifies an expiry date for the PDS.

An offeror must, when acting under section 85 of the Act, comply with the following requirements:

For the purposes of section 87 of the Act, an issuer or offeror—

In this regulation,—

Regulations 49B to 49F apply to offers referred to in section 44 of the Act (convertible financial products) if—

The requirements in regulations 49C to 49E apply instead of the requirements that would otherwise apply to the offers of the convertible and the new product.

The PDS must comply with—

The KIS must comply with—

Despite subclauses (1)(a) and (2)(a), if the convertibles are debt securities and the new products are equity securities or managed investment products,—

The register entry must comply with—

For the purposes of this regulation, unless the context otherwise requires, each reference to the debt securities in Schedule 2, the equity securities in Schedule 3, or the managed investment products in Schedule 5 (as the case may be) is a reference to the convertibles (rather than to the new products).

This regulation does not apply if regulation 49D applies.

This regulation applies if—

The disclosure document must—

The KIS must comply with regulation 29(2)(b).

The register entry must comply with regulation 38.

Subclause (4) is subject to clause 26 of Schedule 8 (which applies to the register entry with all necessary modifications).

For the purposes of this regulation, unless the context otherwise requires, each reference to the debt securities in Schedule 2 or 9 is a reference to the convertibles (rather than to the new products).

Nothing in regulation 49B or this regulation limits the application of regulation 72 in relation to the offer of the convertible.

If the convertibles will be converted into new products in connection with an event or a circumstance relating to the insolvency or a financial difficulty of the issuer, the statement under regulation 20(1)(e) must be in the following form:

“

This document gives you important information about this investment to help you decide whether you want to invest. There is other useful information about this offer on [specify Internet site address of offer register].

This investment is riskier than a bank deposit.* These [name of convertibles] are complex financial products that are not suitable for many investors. If you do not fully understand how they work or the risks associated with them, you should not invest in them. You can seek advice from a financial adviser to help you make an investment decision.

[Name of issuer] has prepared this document in accordance with the Financial Markets Conduct Act 2013.”

The PDS may include additional information if that information is of a kind that would be required or permitted to be disclosed in a PDS if the offer related only to the new products (for example, information about the issuing group of the new products).

The additional information under this regulation may be included in any section of the PDS where the issuer reasonably considers the information is useful to investors.

However, the additional information may be included in the KIS only if it is of a kind that would be required or permitted to be disclosed in a KIS if the offer related only to the new products.

The purpose of this regulation is to define the offers for which—

An offer of financial products is a simplified disclosure offer if—

In this regulation,—

In this regulation, a financial product ranks equally with, or in priority to, another financial product if—

This regulation applies to a notice under regulation 49G(2)(e).

The notice must—

If the offer is an offer referred to in section 44 of the Act and the convertibles are equity securities, subclause (2)(f) applies to the convertibles and, if the new products are equity securities, subclause (2)(f) also applies to those securities.

The notice must contain information under subclause (2)(e) and (f) only to the extent to which it is material information.

If the licensed market on which the existing quoted products are quoted is the NXT market,—

See regulation 54A (which provides for the correction of a defect in a notice under this regulation).

In this regulation,—

A notice under regulation 49H may not be provided under regulation 49G(2)(e) (and, accordingly, the requirements of regulation 49G(2) are not satisfied) if—

Regulation 49G is subject to this regulation.

For the purposes of section 95 of the Act, the following are prescribed changes:

In this regulation, relevant clause means,—

For the purposes of section 96 of the Act, an issuer of—

For the purposes of section 97 of the Act, an issuer of regulated products must, at the times referred to in regulations 52A and 52B, lodge with the Registrar—

The confirmation notice must confirm that, as at the date of the board’s consent to the lodgement of the notice, an offeror is not prohibited under section 82(1) of the Act from offering, or continuing to offer, financial products under the regulated offer.

Evidence of the board’s consent under this regulation may include a statement of the board’s consent to the lodgement that is signed on behalf of the board—

Subclause (3) does not limit the form that the evidence may take.

A confirmation notice and evidence under regulation 52 must be lodged with the Registrar in each year not later than 1 month after the confirmation date.

However, this regulation applies only if, at the confirmation date, at least 1 PDS on the register entry has an open for applications status.

In this regulation and regulation 52B, confirmation date, in relation to an issuer and a register entry, means—

A date that is adopted under subclause (3)(b) is effective only if—

This regulation applies if—

A confirmation notice and evidence under regulation 52 must be lodged with the Registrar before—

This regulation applies if a disclosure document, a register entry, or an entry in the scheme register contains a statement to the effect that a document or other information is available from an issuer on a request that is made by a particular person or a person of a particular class (A).

For the purposes of section 96 of the Act, the issuer must, after receiving a request from A, provide the document or other information to A as soon as practicable but, in any event, within 5 working days after the issuer receives the request.

The document or other information must be provided by giving it to A or delivering or sending it to A’s address.

The document or other information must be provided free of charge (unless a charge is otherwise expressly permitted by these regulations).

This regulation applies if a member of a defined benefit scheme to whom contributions are not allocated on a defined basis (A) requests from the issuer 1 or more of the following:

For the purposes of section 96 of the Act, the issuer must, after receiving a request from A, provide the document or other information to A as soon as practicable but, in any event, within 5 working days after the issuer receives the request.

The document or other information must be provided by giving it to A or delivering or sending it to A’s address.

The document or other information must be provided free of charge.

In this regulation, proposed change includes (without limitation)—

This regulation applies in respect of a specified convertible if—

For the purposes of section 96 of the Act, the issuer must, as soon as practicable after becoming aware of the matter in subclause (1)(b), send a copy of a correcting document (or a notice of how to obtain a copy of a correcting document) to all product holders of the specified convertible.

For the purposes of section 97 of the Act, the issuer must, as soon as practicable after becoming aware of the matter in subclause (1)(b), make publicly available a correcting document.

See regulation 5(3) (which defines publicly available).

In this regulation,—

This regulation applies if—

For the purposes of section 97 of the Act, the issuer must, within a reasonable time after becoming aware of the defect, provide a notice to the licensed market operator that sets out the information necessary to correct the defect (for the purpose of the licensed market operator notifying that information to the market).

For the purposes of section 98(2)(b) of the Act, section 98(1) of the Act does not apply to information provided under this regulation.

In this regulation, a notice is defective if—