Dated at Auckland this 2nd day of October 2020.
Nick Kynoch,
General Counsel, Financial Markets Authority.
Statement of reasons
The 2016 notice exempts issuers from the disclosure and governance requirements in Parts 3 and 4 of the Financial Markets Conduct Act 2013 (the Act) in relation to offers of financial products that are or will be approved for trading on the principal official list of the London Stock Exchange, the Nasdaq Stock Market, or the New York Stock Exchange.
This notice extends those exemptions so that offerors of those products who are not the issuers are also exempt from those provisions of the Act. The conditions to which the exemptions are subject are also amended to ensure that they apply appropriately to both issuers and offerors.
The Financial Markets Authority (the FMA), after satisfying itself as to the matters set out in section 557 of the Act, considers it appropriate to amend the 2016 notice to extend the exemptions because the policy reasons for granting the exemptions remain valid and relevant with the amended scope of application. This is because—
the exemptions still only apply to offers made in relation to financial products that are or will be approved for trading on the principal official list of the 3 named exchanges; and
the exemptions recognise the adequacy of the regulation of financial product offerings in certain overseas jurisdictions with certain characteristics; and
in the absence of extending these exemptions to offerors, the FMA considers that these offers may not be made available to New Zealand investors due to additional costs and compliance obligations or legal uncertainty.
The FMA is therefore satisfied that the amendments to the 2016 notice are necessary or desirable in order to promote 1 or more of the purposes of the Act. Specifically, they will avoid unnecessary compliance costs and promote innovation and flexibility in the financial markets. The FMA is further satisfied that the exemptions granted are not broader than are reasonably necessary to address the matters that gave rise to the exemptions as the exemptions only apply to exempt issuers or offerors who are subject to regulatory oversight broadly equivalent to that in New Zealand.
Issued under the authority of the Legislation Act 2012.
Date of notification in Gazette: 5 October 2020.
This notice is administered by the Financial Markets Authority.