This notice comes into force on 18 November 2021 and is revoked on the close of 17 November 2026.

The notice exempts offerors from the disclosure and governance requirements in Parts 3 and 4 of the Financial Markets Conduct Act 2013 (the Act) in relation to offers of financial products that are or will be approved for trading on the principal official list of certain recognised overseas exchanges (overseas listed products). The overseas exchanges are the London Stock Exchange, the Nasdaq Stock Market, and the New York Stock Exchange.

The notice also provides that the offers exempted by this notice are not regulated offers under the Act. This means that other requirements of the Act, or other Acts, that apply in connection with regulated offers (such as the financial reporting requirements) will not apply. Any other financial market conduct obligations the exempted entity may have, including obligations under Part 2 of the Act, are not affected.

The notice replaces, on substantially the same terms, the Financial Markets Conduct (Recognised Exchanges) Exemption Notice 2016, which is revoked on 17 November 2021.

The Financial Markets Authority (the FMA), after satisfying itself as to the matters set out in section 557 of the Act, considers it appropriate to grant the exemptions because—

• the exemptions recognise the adequacy of the regulation of financial product offerings on significant exchanges in the United Kingdom and the United States of America. Offers made on significant exchanges in these jurisdictions have the following characteristics:

  • the laws of the jurisdiction require disclosure of information for investors to an extent broadly equivalent with New Zealand financial markets conduct law:

  • the financial products are approved for trading on the principal list of a significant overseas exchange and are therefore subject to significant listing thresholds, ongoing disclosure, corporate governance, and financial reporting requirements:

  • the issuer is subject to financial reporting (including overseas generally accepted accounting practice or principles) and audit standards that are broadly comparable to New Zealand’s:

  • the regulatory body in the jurisdiction is an ordinary member of the International Organization of Securities Commissions (IOSCO) and a signatory to the IOSCO Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information. This means that the FMA will be able to obtain co-operation from the securities regulator in the jurisdiction if any compliance concerns arise in relation to the offeror or issuer:

• the exemptions apply to financial products that are approved for trading on the principal list of a significant overseas exchange. Offers from these exchanges are likely to be of significant size and are unlikely to be targeted predominantly at New Zealand investors:

• the conditions of the exemptions require New Zealand investors to be provided with a warning statement that provides information about the risks that might accompany overseas investment:

• in the absence of an exemption, the FMA considers that these offers may not be made available to New Zealand investors due to additional costs and compliance obligations or legal uncertainty:

• as such, the FMA is satisfied that the granting of the exemptions is desirable in order to promote the purposes of the Act; specifically, it will avoid unnecessary compliance costs and promote flexibility in the financial markets:

• given that the exemptions will be limited to exempt issuers or offerors subject to regulatory oversight broadly equivalent to New Zealand’s and making offers that do not primarily target New Zealand investors, the FMA is satisfied that the exemptions are not broader than is reasonably necessary to address the matters that gave rise to them.