Statement of reasons

This notice, which comes into force on the day after its notification in the Gazette, amends the Securities Act (OM-IP Companies) Exemption Notice 2004 (the principal notice) to change the definition of the type of company covered by the principal notice.

The principal notice exempts, subject to conditions, offers of specified equity securities in companies that are—

• incorporated in the Cook Islands; and

• registered in Australia as overseas companies; and

• with a particular registered holder at the time of the first offer; and

• with a particular beneficial owner.

The effect of the exemption is that offers of the specified equity securities can be made in New Zealand in a prospectus that complies with Australian law.

The amendment removes the requirement for a particular beneficial owner.

The Commission considers it appropriate to amend the principal notice because—

• the principal notice enables OM-IP companies to offer and allot securities to members of the public in New Zealand if an Australian prospectus has been prepared and a New Zealand investment statement has been issued. The exemption recognises that the offers of securities in Australia are regulated under Australian law; and

• this amendment does not affect the status of OM-IP companies as registered foreign companies in Australia; and does not alter the regulation of the offers under Australian law. The amendment therefore does not affect the policy underlying the principal notice.