Statement of reasons

This notice, which comes into force on the day after the date of its notification in the Gazette, amends the Securities Act (Overseas Companies) Exemption Notice 2002 ( “the principal notice”) by including stock exchanges in Spain within the definition of specified exchange.

The Securities Commission considers that the amendment is appropriate because—

• the principal notice is intended to allow New Zealand share-holders in overseas companies to participate in rights offers and offers of securities arising from reconstructions. The principal notice is available to issuers listed in specified jurisdictions; and

• Spain is a member of the International Organization of Securities Commissions (IOSCO). The Spanish securities regulator is also a signatory to the IOSCO Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information. Spanish securities law requires disclosure of information for investors to an extent broadly comparable with New Zealand law; and

• the Spanish stock exchanges are members of the World Federation of Exchanges and subject to the principles of the World Federation of Exchanges; and

• taking these factors into account the Securities Commission is satisfied that it is appropriate to include Spanish exchanges in the list of specified exchanges in the principal notice.