This notice is the Securities Act (Financial Institutions) Exemption Notice 2011.

This notice comes into force on the day after the date of its notification in the Gazette.

This notice expires on the close of 31 March 2013.

(1) In this notice, unless the context otherwise requires,—

(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.

(1) This notice applies to a financial institution if—

• (a) the financial institution has non-guaranteeing subsidiaries; and

• (b) the aggregate profit or loss after taxation of the non-guaranteeing subsidiaries for the most recently completed accounting period (as incorporated in the consolidated financial statements of the financial institution group), and since, does not exceed 5% of the consolidated profit or loss after taxation, before the deduction of all non-controlling interests, of the financial institution group; and

• (c) the aggregate carrying amount of the assets of the non-guaranteeing subsidiaries on the balance date of the most recently completed accounting period (as incorporated in the consolidated financial statements of the financial institution group), and since, does not exceed 5% of the consolidated amount of the assets of the financial institution group; and

• (d) the aggregate amount of investment by members of the financial institution group in the non-guaranteeing subsidiaries on the balance date of the most recently completed accounting period, and since, does not exceed 5% of the consolidated equity of the financial institution group.

(2) In subclause (1)(d), amount of investment includes the carrying amount of equity held in the non-guaranteeing subsidiaries and the amount of all loans and advances made to the non-guaranteeing subsidiaries.

Every financial institution to which this notice applies and every person acting on its behalf are exempted from section 37A(1)(c) of the Act in respect of debt securities of that financial institution.

The exemption in clause 6 is subject to the condition that no allotment of a debt security offered to the public by the financial institution is made if the date of allotment would be more than,—

• (a) in the case of a registered prospectus relating to the security that contains or refers to financial statements or interim financial statements under clause 11(1)(c) or (d) and for which no certificate has been registered under section 37A(1A) of the Act, 9 months after the later of—

  • (i) the date of the statement of financial position contained or referred to in the registered prospectus; and

  • (ii) the last day of the interim accounting period to which the interim financial statements relate; or

• (b) in the case of a registered prospectus relating to the security that contains or refers to financial statements under clause 11(1)(c) (but not interim financial statements) and for which a certificate has been registered under section 37A(1A) of the Act, 9 months after the date of that certificate; or

• (c) in any other case, 6 months after the date of the registered prospectus.

Every financial institution to which this notice applies and every person acting on its behalf are exempted from section 37A(1A)(d) of the Act in respect of debt securities of that financial institution.

The exemption in clause 8 is subject to the conditions that—

• (a) a certificate delivered to the Registrar for registration under section 37A(1A) of the Act is accompanied by interim financial statements of the financial institution group for the 6-month period from the date of the statement of financial position contained or referred to in the registered prospectus; and

• (b) those interim financial statements are prepared in accordance with NZ IAS 34 (but need not be audited).

Every financial institution to which this notice applies and every person acting on its behalf are exempted from clauses 8, 9, 16 to 20, and 22 of Schedule 2 of the Regulations in respect of debt securities of that financial institution.

(1) The exemptions in clause 10 are subject to the condition that the registered prospectus relating to the debt securities contains all of the information, statements, and other matters specified in the following that are applicable:

• (a) clause 8 of Schedule 2 of the Regulations but applied as if the reference to—

  • (i) the group were a reference to the financial institution group; and

  • (ii) the statement of financial position contained or referred to in the prospectus under clause 17 were a reference to the statement of financial position contained or referred to in the prospectus under paragraph (c) of this subclause; and

  • (iii) any interim financial statements set out in the prospectus under clause 18 were a reference to any interim financial statements set out in the prospectus under paragraph (d) of this subclause:

• (b) clause 9 of Schedule 2 of the Regulations but applied as if the reference to a statement of financial position contained or referred to in the prospectus under clause 17 were a reference to a statement of financial position contained or referred to in the prospectus under paragraph (c) of this subclause:

• (c) clause 17 of Schedule 2 of the Regulations but applied as if the references to the group were references to the financial institution group:

• (d) clause 18 of Schedule 2 of the Regulations but applied as if the references to—

  • (i) the group were references to the financial institution group; and

  • (ii) the financial statements contained or referred to in the prospectus under clause 17 were references to the financial statements contained or referred to in the prospectus under paragraph (c) of this subclause:

• (e) clause 19 of Schedule 2 of the Regulations but applied as if the references to the financial statements for the group referred to in clause 17(1) were references to the financial statements for the financial institution group that are referred to in the prospectus under paragraph (c) of this subclause:

• (f) clause 20 of Schedule 2 of the Regulations but applied as if the reference to the financial statements referred to in the prospectus under clause 17(1) were references to the financial statements referred to in the prospectus under paragraph (c) of this subclause:

• (g) clause 22 of Schedule 2 of the Regulations but applied as if the references to—

  • (i) any of the issuer's guaranteeing subsidiaries (in clause 22(1)(c)) were a reference to any of the issuer's subsidiaries; and

  • (ii) the group were references to the financial institution group; and

  • (iii) the financial statements contained or referred to in the prospectus under clause 17 were references to the financial statements contained or referred to in the prospectus under paragraph (c) of this subclause; and

  • (iv) the amounts stated under clauses 8 and 9(2) and (3) were references to the amounts stated under paragraphs (a) and (b) of this subclause.

(2) An interim statement of financial position is required under subclause (1)(d) only if the directors of the financial institution consider it necessary or desirable (after having regard to clause 7).

The Securities Act (Financial Institutions) Exemption Notice 2007 (SR 2007/113) is revoked on the close of 31 March 2011.

(1) If, before 1 July 2010, a financial institution offered debt securities in reliance on the Securities Act (Financial Institutions) Exemption Notice 2007 under a prospectus that was registered before that date, the financial institution may continue to rely on that notice in respect of securities offered under that prospectus (as if that notice continued in force after 31 March 2011).

(2) If, on or before 31 March 2011, a financial institution offered debt securities in reliance on the Securities Act (Financial Institutions) Exemption Notice 2007 and the Securities Act (Transition to Securities Regulations 2009) Exemption Notice 2010 under a prospectus that is registered on or before that date, the financial institution may continue to rely on those notices in respect of securities offered under that prospectus (as if those notices continued in force after 31 March 2011).