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CORPORATIONS REGULATIONS 2001 - SCHEDULE 10AA

Modifications of the Act in relation to their application in respect of a recognised offer or a proposed offer of securities that may become a recognised offer

(regulation 8.4.02)

Part 1 -- Modification of Part 6D.2 of the Act--disclosure to investors not required for recognised offer under Chapter 8

   

1.1  After subsection 707(3)

insert

          (3A)  Subsection (3) does not apply to an offer of a body's securities for sale if the body issued the securities as part of a recognised offer under Chapter 8.

          (3B)  Subsection (3) does not apply to an offer of a body's securities for sale if:

                     (a)  the securities were issued by reason of the exercise of options or the conversion of convertible or converting securities; and

                     (b)  the options or other convertible or converting securities were issued as part of a recognised offer under Chapter 8; and

                     (c)  the exercise of the option, or the conversion of the security, did not involve any further offer.

1.2  After subsection 707(5)

insert

          (5A)  Subsection (5) does not apply to an offer of a body's securities for sale if the controller sold the securities as part of a recognised offer under Chapter 8.

Part 2 -- Modification of Part 7.9 of the Act--disclosure to investors not required for recognised offer under Chapter 8

   

2.1  After subsection 1012C(6)

insert

          (6A)  Subsection (6) does not apply to an offer of a financial product for sale if the issuer issued the financial product as part of a recognised offer under Chapter 8.

          (6B)  Subsection (6) does not apply to an offer of a financial product for sale if:

                     (a)  the financial product was issued by reason of the exercise of an option or the conversion of another convertible or converting security; and

                     (b)  the option or convertible or converting security was issued as part of a recognised offer under Chapter 8; and

                     (c)  the exercise of the option, or the conversion of the security, did not involve a further offer.

2.2  After subsection 1012C(8)

insert

          (8A)  Subsection (8) does not apply to the offer of a financial product for sale if the controller sold the financial product as part of a recognised offer under Chapter 8.

2.3  After subsection 1012IA(3)

insert

          (3A)  In determining whether this section requires a provider to give a client a Product Disclosure Statement, Chapter 8 is to be disregarded.

          (3B)  A provider is not required to give a client a Product Disclosure Statement for a financial product if:

                     (a)  the provider reasonably believes there is a recognised offer under Chapter 8 in relation to the financial product; and

                     (b)  the financial product is an interest in a managed investment scheme governed by the laws of New Zealand; and

                     (c)  the provider has provided the client the documents and information required to accompany that offer by the Financial Markets Conduct Act 2013 of New Zealand and the Financial Markets Conduct Regulations 2014 of New Zealand; and

                     (d)  the provider has provided the client any warning statement or details prescribed under section 1200E in relation to the offer.

          (3C)  For paragraph (3B)(c), section 1015C applies to the providing of documents and information, as if the documents and information were a Statement.

          (3D)  For paragraph (3B)(d), section 1015C applies to the providing of warning statement or details prescribed under section 1200E, as if the warning statement or details were a Statement.

Note:          Subsection 1012D(9E) of the Act is a modification of the Act that relates to Chapter 8 of the Act. The modification applies by force of:

(a)    regulation 8.4.01 of the Corporations Regulations 2001 ; and

(b)    item 18.1 of Part 18 of Schedule 10A to those Regulations.



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