Statement of reasons

This notice, which comes into force on 30 April 2014, amends the Securities Markets Act (Disclosure of Relevant Interests by Directors and Officers) Exemption Notice 2004 (the principal notice) to extend the principal notice until the close of 30 November 2014.

The principal notice exempts directors and officers of a public issuer from the requirement in section 19T of the Securities Markets Act 1988 (the Act) to disclose a relevant interest if the director or officer has, acquires, or disposes of the issuer’s securities or the securities of a related body corporate, and the relevant interest—

• is in a debt security that is unlisted, unquoted, and a security for which there is no established market; or

• is in a security that—

  • is a life insurance policy; or

  • is an interest in a superannuation scheme; or

  • is an interest in a passive fund; or

  • is provided under a share top-up plan, a dividend reinvestment scheme, or an employee share scheme; or

  • is a unit in an unlisted unit trust or an interest in an unlisted group investment fund.

The principal notice also grants similar exemptions for—

• directors and officers of passive fund issuers, co-operative companies, and overseas listed public issuers; and

• directors and officers who disclose their relevant interests under the NZX Listing Rules.

The requirement in section 19T of the Act to disclose relevant interests will be replaced by subpart 6 of Part 5 of the Financial Markets Conduct Act 2013 (disclosure of relevant interests in quoted financial products by directors and senior managers of listed issuers). Subpart 6 of Part 5 is expected to come into force on 1 December 2014.

The Financial Markets Authority (FMA), after satisfying itself of the matters set out in section 48(2) of the Act, considers it appropriate to amend the principal notice and extend the expiry date because, in FMA’s view,—

• the risk of insider trading in these securities is minimal and, without an exemption, the directors and officers holding the interests would be subject to disclosure obligations that would raise significant privacy and practical compliance issues:

• compliance with the disclosure regime in these circumstances is unlikely to provide information that furthers the purposes of the disclosure regime:

• the exemptions are of limited application and the extension is for a limited period, and for these reasons, the extension goes no further than is reasonably necessary to address the matters that give rise to the exemptions.