Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698829378430.pdf (New Zealand)
2011/106 Financial Reporting Act (Overseas Issuers) Exemption Amendment Notice 2011 Pursuant to section 35A of the Financial Reporting Act 1993, the Securities Commission gives the following notice (to which is ap- pended a statement of reasons of the Securities Commission).

1 2 3 4 1 2 3 4 Contents Title Commencement Principal notice amended Schedule 1 amended Page 1 1 1 1 Notice Title This notice is the Financial Reporting Act (Overseas Issuers) Exemption Amendment Notice 2011.
Commencement This notice comes into force on the day after the date of its notification in the Gazette.

Principal notice amended This notice amends the Financial Reporting Act (Overseas Is- suers) Exemption Notice 2009.
Schedule 1 amended Schedule 1 is amended by inserting the following item after the item relating to Germany: 1 Statement of reasons Financial Reporting Act (Overseas Issuers) Exemption Amendment Notice 2011 2011/106 Republic Ireland of Companies The (Miscellaneous Provisions) Act 2009 (Ireland) and Companies the 1963–2009 Acts (Ireland) Generally accepted accounting practice in the United States of America or inter- national accounting (within standards the meaning of Regulation (EC) No 1606/2002) Companies The Acts 1963–2009 (Ireland) or Title 17, Part 210 of the Code of Federal Regulations (US) Dated at Wellington this 18th day of April 2011.
The Common Seal of the Securities Commission was affixed in the presence of: [Seal] N O Todd, Member.

Statement of reasons This notice, which comes into force on the day after the date of its notification in the Gazette, amends the Financial Reporting Act (Overseas Issuers) Exemption Notice 2009 (the principal notice) by adding the Republic of Ireland (Ireland) to the list of specified jur- isdictions.
The Securities Commission (the Commission) considers that it is appropriate to grant the exemption for the following reasons: • Irish issuers are subject to the same considerations and issues as those facing issuers from France, Germany, the Nether- lands, the United States of America (the US), and the United Kingdom (which are already included in the principal notice): 2 2011/106 Financial Reporting Act (Overseas Issuers) Exemption Amendment Notice 2011 Statement of reasons • • • the effect of the exemptions is to allow issuers incorporated in Ireland that offer securities under certain Securities Act 1978 exemption notices to provide financial statements that they are required to prepare under the financial reporting requirements of Ireland or, when it is permitted under the laws of Ireland, the US.
The principal differences in financial statements provided by issuers relying on the exemptions are that— • the directors of an Irish issuer will prepare and register consolidated financial statements only; and financial statements will comply with the requirements set out in Irish legislation or (when it is permitted under the laws of Ireland) US law, and will comply with generally accepted accounting practice in Ireland or (when it is permitted under the laws of Ireland) the US rather than generally accepted accounting practice in New Zealand; and financial statements will be audited in accordance with the requirements set out in Irish legislation or (when it is permitted under the laws of Ireland) US law, and the auditor’s report will provide the information required by Irish legislation or US law, as the case may be, instead of the Financial Reporting Act 1993: • • the Commission has, at the time of granting the Financial Re- porting Act (Independent News & Media Plc) Exemption No- tice 2008, had regard to the financial reporting and audit re- quirements that must be complied with by Irish issuers.
The Commission considers that the financial reporting obligations under the laws of Ireland would provide New Zealand secur- ities holders with adequate financial information about com- panies in which they invest and that Ireland has adequate regu- latory and enforcement mechanisms in this regard.
The ex- emptions are limited to issuers that must comply with the fi- nancial and audit requirements set out in the Companies (Mis- cellaneous Provisions) Act 2009 (Ireland) and the Companies Acts 1963–2009 (Ireland): Irish issuers are required by the laws of Ireland to publish au- dited financial statements prepared in accordance with gener- ally accepted accounting practice in the US (US GAAP) or International Financial Reporting Standards as endorsed by 3 Statement of reasons Financial Reporting Act (Overseas Issuers) Exemption Amendment Notice 2011 2011/106 the European Union (EU IFRS).
The Commission is satisfied that the consolidated financial statements prepared under the US GAAP or EU IFRS provide sufficient information to avoid any detriment to subscribers who invest in these issuers: there will not be any significant detriment to subscribers for 3 other reasons, namely— • • the exemptions only apply to subscribers for offers of securities made in reliance on certain Securities Act 1978 exemption notices.
Those notices allow overseas issuers to provide offer documents that comply with overseas requirements (including in relation to finan- cial statements).
Therefore the financial disclosure pro- vided under the exemptions is consistent with the initial offer documents provided to the subscribers: the principal notice includes a condition that the spe- cified financial statements are accompanied by a report by an approved auditor who is qualified under the law of the jurisdiction in which the exempt issuer is incorpor- ated, which, in the case of the laws of Ireland, includes auditors qualified under US law for Irish companies that are listed in the US.
The Commission has had regard to the audit requirements of Ireland: the exemptions address the particular difficulties ex- perienced by Irish issuers that issue securities in New Zealand.

The exemptions are not broader than what is reasonably necessary to address these difficulties and still require that group financial statements be filed in New Zealand.

• • Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 21 April 2011.


This notice is administered by the Securities Commission.

12 4 Wellington, New Zealand: Published under the authority of the New Zealand Government—2011