Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2006
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Reprint
as at 1 April 2010
Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2006
(SR 2006/5)
Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2006: expired, on 1 April 2010, by clause 3.
Note
Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.
A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.
This notice is administered by the Securities Commission.
Pursuant to the Securities Act 1978, the Securities Commission gives the following notice (to which is appended a statement of reasons of the Securities Commission).
Contents
Notice
1 Title
This notice is the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2006.
2 Commencement
This notice comes into force on the day after the date of its notification in the Gazette.
3 Expiry
This notice expires on the close of 31 March 2010.
4 Interpretation
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(1) In this notice, unless the context otherwise requires,—
ABN Equity means ABN AMRO Equity Derivatives New Zealand Limited
Act means the Securities Act 1978
NZX means New Zealand Exchange Limited
Regulations means the Securities Regulations 1983
rolling instalment means an equity security issued by ABN Equity and offered to the public for subscription—
(a) under which the holder has the right to acquire, and ABN Equity must deliver at the option of the holder, the underlying equity securities; and
(b) under which the holder has a beneficial interest in, and the right to receive distributions under, the underlying equity securities; and
(c) in respect of which ABN Equity has been approved by NZX as a warrant issuer; and
(d) in respect of which application has been made for quotation on a securities market operated by NZX
underlying equity securities, in relation to a rolling instalment, means equity securities that, at the time of the offer of the rolling instalment, belong to a class of securities that is quoted on a securities market operated by NZX and in respect of which the holder has or will acquire a right or interest upon exercise of the rolling instalment.
(2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.
5 Exemption
ABN Equity and every person acting on its behalf are exempted from regulation 15(1) of the Regulations in respect of the rolling instalments.
6 Condition of exemption
The exemption granted by clause 5 is subject to the condition that any advertisement that relates to the rolling instalments must not contain prospective financial information unless it also—
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(a) contains full details of—
(i) the assumptions (including the quantum of any assumption) used to prepare the prospective financial information; and
(ii) the method of calculation used to prepare the prospective financial information; and
(b) states the time period covered by the prospective financial information; and
(c) states the risks that the prospective financial information will not be achieved; and
(d) states the source of the assumptions on which any prospective financial information is based; and
(e) includes a statement as to whether or not the source of the assumptions endorses the prospective financial information in the advertisement; and
(f) includes a statement that the prospective financial information in the advertisement is not endorsed by the issuer of the underlying securities.
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Dated at Wellington this 24th day of January 2006.
The Common Seal of the Securities Commission was affixed in the presence of:
[Seal]
J Diplock,
Chairperson.
Statement of reasons
This notice, which comes into force on the day after its notification in the Gazette and expires on 31 March 2010, exempts ABN AMRO Equity Derivatives New Zealand Limited (ABN Equity) in respect of certain securities that are in the nature of rolling instalments. The exemption is subject to a condition.
The exemption is from the requirement in regulation 15(1) of the Securities Regulations 1983, which describes the circumstances in which prospective financial information may be included in advertisements. The exemption will allow ABN Equity to include prospective financial information about the issuer of the underlying securities in advertisements for rolling instalments without that information also being included in the registered prospectus.
The Securities Commission considers that it is appropriate to grant the exemption because—
the grant of the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2005 (SR 2005/85) meant that ABN Equity is not required to include prospective financial information in its registered prospectus for the rolling instalments. In granting that exemption, the Commission recognised that disclosure requirements in the schedules of the Securities Regulations 1983 are not always well suited to securities that are rolling instalments:
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the condition of the exemption is consistent with what is required if prospective financial information is included in a prospectus. In addition, the condition requires advertisements providing prospective financial information to—
state the risks that the information will not be achieved:
contain the method of calculation and the assumptions used to prepare the information:
include the time period covered by the prospective information:
state the source of the prospective information and whether or not the source endorses the prospective financial information:
state that the information is not endorsed by the issuer of the underlying securities:
ABN Equity is required to ensure that reasonable grounds exist for making forward-looking statements to ensure any statements are not misleading in terms of the Securities Act.
Date of notification in Gazette: 26 January 2006.
Contents
1General
2Status of reprints
3How reprints are prepared
4Changes made under section 17C of the Acts and Regulations Publication Act 1989
5List of amendments incorporated in this reprint (most recent first)
Notes
1 General
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This is a reprint of the Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2006. The reprint incorporates all the amendments to the notice as at 1 April 2010, as specified in the list of amendments at the end of these notes.
Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.
2 Status of reprints
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Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.
This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.
3 How reprints are prepared
A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.
4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
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Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.
A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.
In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:
•omission of unnecessary referential words (such as
“of this section”
and“of this Act”
)•typeface and type size (Times Roman, generally in 11.5 point)
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•layout of provisions, including:
•indentation
•position of section headings (eg, the number and heading now appear above the section)
•format of definitions (eg, the defined term now appears in bold type, without quotation marks)
•format of dates (eg, a date formerly expressed as
“the 1st day of January 1999”
is now expressed as“1 January 1999”
)•position of the date of assent (it now appears on the front page of each Act)
•punctuation (eg, colons are not used after definitions)
•Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly
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•case and appearance of letters and words, including:
•format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)
•small capital letters in section and subsection references are now capital letters
•schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly
•running heads (the information that appears at the top of each page)
•format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).
5 List of amendments incorporated in this reprint (most recent first)
Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2006 (SR 2006/5): clause 3
Versions
Securities Act (ABN AMRO Equity Derivatives New Zealand Limited) Exemption Notice 2006
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