Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698837019540.pdf (New Zealand)
Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 (SR 2004/346) 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 Title Commencement Expiry Interpretation Exemptions Short form disclosure document Overseas prospectus Documents to be received by Registrar of Companies Information for New Zealand investors Offers to be made in Great Britain at same time Annual report to Commission Transitional provision Schedule Form of statement under heading Important Information for New Zealand Investors Page 1 2 2 2 4 4 5 6 8 11 11 12 13 Title This notice is the Securities Act (Great Britain Collective In­ vestment Schemes) Exemption Notice 2004.
Note This notice is administered by the Securities Commission.

1 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 Reprinted as at 4 September 2007 Commencement This notice comes into force on the day after the date of its notiﬁcation in the Gazette.

Expiry This notice expires on the close of 30 September 2009.
Interpretation In this notice, unless the context otherwise requires,— Act means the Securities Act 1978 authorised corporate director, in relation to an investment company, means the authorised corporate director of the com­ pany as deﬁned by the relevant rules and guidelines of the FSA authorised unit trust means a unit trust scheme that has been authorised by the FSA under the FSMA collective investment scheme means an authorised unit trust or an investment company, as the case may be depositary has the same meaning as in the Open­Ended In­ vestment Companies Regulations 2001 (UK) FSA means the United Kingdom Financial Services Authority FSMA means the Financial Services and Markets Act 2000 (UK) investment company means an open­ended investment com­ pany that has been authorised by the FSA under the FSMA and the Open­Ended Investment Companies Regulations 2001 (UK) key features document means a document containing infor­ mation about the speciﬁed securities that complies with the requirements of the FSA for key features documents manager, in relation to an authorised unit trust, means a body corporate that is the manager of the authorised unit trust overseas prospectus means a document that— (a) (b) contains or refers to an offer of speciﬁed securities; and other than as authorised or required by this notice, is identical to a document that has been sent to the FSA in accordance with the FSA’ s requirements, and by means cl 2 2 3 4 (1) 2 Reprinted as at 4 September 2007 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 cl 4 (c) of which it is lawful to offer the speciﬁed securities to the public in the United Kingdom; and contains no statement referring to a listing or intended listing on a securities market operated by.
New Zealand Exchange Limited, other than a statement that has been approved by New Zealand Exchange Limited Regulations means the Securities Regulations 1983 short form disclosure document means a key features docu­ ment or a simpliﬁed prospectus, as the case may be short form disclosure document: this deﬁnition was inserted, as from 30 Sep­ tember 2005, by clause 3 Securities Act (Great Britain Collective Investment Schemes) Exemption Amendment Notice 2005 (SR 2005/277).
simpliﬁed prospectus means a document containing informa­ tion about the speciﬁed securities that complies with the re­ quirements of the FSA for simpliﬁed prospectuses simpliﬁed prospectus: this deﬁnition was inserted, as from 30 September 2005, by clause 3 Securities Act (Great Britain Collective Investment Schemes) Ex­ emption Amendment Notice 2005 (SR 2005/277).
speciﬁed equity securities means shares in the share capital of an investment company speciﬁed participatory securities means participatory secur­ ities in an authorised unit trust speciﬁed person means,— (a) in respect of speciﬁed equity securities, the authorised corporate director and the investment company; and in respect of speciﬁed participatory securities, the man­ ager (b) speciﬁed securities means speciﬁed equity securities or spe­ ciﬁed participatory securities, as the case may be subfund, in relation to a collective investment scheme, means a part of the collective investment scheme property that is held separately trustee, in relation to an authorised unit trust, means a body corporate that is the trustee of the authorised unit trust umbrella scheme means an investment company or an author­ ised unit trust— (a) whose instrument of incorporation or trust deed, as the case may be, provides for subfunds and the pooling, in relation to each subfund, of participants’ contributions 3 cl 5 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 Reprinted as at 4 September 2007 and the proﬁts or income out of which payments are to be made; and (b) whose participants are entitled to exchange rights in one subfund for rights in another.
(2) Any term or expression that is deﬁned in the Act or the Regu­ lations and used, but not deﬁned, in this notice has the same meaning as in the Act or the Regulations.
Exemptions Every speciﬁed person and every person acting on the speci­ ﬁed person’s behalf are exempted, in respect of speciﬁed se­ curities of which the speciﬁed person is the issuer, from— (a) in the case of speciﬁed participatory securities, section 33(3) of the Act; and section 37 of the Act; and section 37A(1)(a) of the Act; and section 38A of the Act and regulations 11 to 18 and 21 to 23 of the Regulations; and sections 51 to 54 of the Act; and section 38(a) of the Act to the extent that it requires an overseas prospectus or short form disclosure document to refer to an investment statement.
(b) (c) (d) (e) (f) Subclause (1)(d) applies in respect of an overseas prospectus or short form disclosure document only, and not in respect of an investment statement or other advertisement.

Subclause (1)(f) was amended, as from 30 September 2005, by clause 4 Secur­ ities Act (Great Britain Collective Investment Schemes) Exemption Amend­ ment Notice 2005 (SR 2005/277) by substituting the words “short form dis­ closure document” for the words “key features document”.
Subclause (2) was amended, as from 30 September 2005, by clause 4 Secur­ ities Act (Great Britain Collective Investment Schemes) Exemption Amend­ ment Notice 2005 (SR 2005/277) by substituting the words “short form dis­ closure document” for the words “key features document”.
Short form disclosure document The exemption in clause 5(1)(c), in respect of any speciﬁed securities offered in New Zealand for subscription, is subject to the condition that no allotment of the speciﬁed securities is made if the subscriber has not received, before subscribing for 5 (1) (2) 6 (1) 4 Reprinted as at 4 September 2007 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 cl 7 (2) 7 those securities, a short form disclosure document relating to those securities.
The exemptions in clause 5(1)(a), (b), and (d) are subject to the condition that any investment statement that relates to the spe­ ciﬁed securities complies with the provisions of the Act and the Regulations relating to investment statements as if refer­ ences in the Act or the Regulations to “registered prospectus” were references to the overseas prospectus.
Clause 6 was amended, as from 30 September 2005, by clause 5(1) Secur­ ities Act (Great Britain Collective Investment Schemes) Exemption Amend­ ment Notice 2005 (SR 2005/277) by substituting the heading “Short form dis­ closure document” for the heading “Key features document”.
Subclause (1) was amended, as from 30 September 2005, by clause 5(2) Secur­ ities Act (Great Britain Collective Investment Schemes) Exemption Amend­ ment Notice 2005 (SR 2005/277) by substituting the words “short form dis­ closure document” for the words “key features document”.
(b) Overseas prospectus The exemptions in clause 5(1)(a) to (d) are subject to the con­ ditions that— (a) there is an overseas prospectus relating to the speciﬁed securities at the time that offers of those securities are made or are open for acceptance in New Zealand in reliance on those exemptions; and it is a term of each offer of the speciﬁed securities made in New Zealand that a speciﬁed person will, within 5 working days of receiving a request from an offeree for a copy of the overseas prospectus relating to the securities concerned, without fee, send, or cause to be sent, to that offeree— (i) (ii) a copy of the overseas prospectus; and a copy of the most recent annual report and (if more recent) the most recent half­yearly report of the collective investment scheme; and copies of any documents that must accompany a copy of the overseas prospectus sent to a person in Great Britain in accordance with the law of England and Wales, or the law of Scotland, as the case may be.
(iii) 5 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 Reprinted as at 4 September 2007 Documents to be received by Registrar of Companies The exemptions in clause 5(1)(a) to (d) are subject to the fur­ ther conditions that— (a) before the ﬁrst offer of any speciﬁed securities in a col­ lective investment scheme is made or open for accept­ ance in New Zealand in reliance on any exemption in clause 5(1), a copy of each of the following documents relating to that scheme has been received by the Regis­ trar of Companies: (i) (ii) (iii) (iv) (v) (vi) the overseas prospectus relating to the speciﬁed securities: a copy of any exemption, order, or declaration (other than the exemptions granted by this notice) that has been granted by a competent authority in respect of the speciﬁed securities: a certiﬁcate by a speciﬁed person certifying that a copy of the overseas prospectus has been sent to the FSA in accordance with the FSA’ s require­ ments: any document issued by the FSA evidencing that the manager and trustee of the authorised unit trust, or the authorised corporate director and de­ positary of the investment company, as the case may be, have been authorised by the FSA under the FSMA: in the case of speciﬁed equity securities,— (A) the instrument of incorporation of the in­ vestment company; and the authorisation order made by the FSA in respect of the investment company: (B) in the case of speciﬁed participatory securities,— the trust deed of the authorised unit trust; (A)
 and the authorisation order made by the FSA in respect of the authorised unit trust: (B) (vii) any documents that amend or supplement any of the documents referred to in subparagraphs (i) to (vi) in existence at the time the ﬁrst offer of speciﬁed securities in the collective investment cl 8 8 (1) 6 Reprinted as at 4 September 2007 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 cl 8 scheme is made or open for acceptance in New Zealand in reliance on any exemption in clause
 5(1); and (b) (c) a copy of any document that amends, supplements, or replaces the overseas prospectus relating to the spe­ ciﬁed securities (other than a document in relation to which a copy must be received under paragraph (a)(vii)) has been received by the Registrar of Companies before any allotment of speciﬁed securities is made in New Zealand after the amendment, supplement, or replace­ ment takes effect; and the only material differences (if any) between the over­ seas prospectus that is used in New Zealand and the equivalent document that is used in Great Britain relate to 1 or more of the following matters: (i) the inclusion in the overseas prospectus that is used in New Zealand of the statements and in­ formation that are required by this notice to be contained in, or to accompany, that document: the exclusion from the overseas prospectus that is used in New Zealand of statements or infor­ mation in connection with interests in collective investment schemes not offered in New Zealand: the exclusion from the overseas prospectus that is used in New Zealand of statements or infor­ mation in connection with securities not offered in New Zealand.
(ii) (iii) (2) The exemptions in clause 5(1)(a) and (c) are subject to the fur­ ther condition that a copy of any document that amends or re­ places any of the documents referred to in subclause (1)(a)(ii) to (vi) (other than a document in relation to which a copy must be received under subclause (1)(a)(vii)) has been received by the Registrar of Companies within 5 working days of— (a) (b) the date on which the document is sent to the FSA; or if the document is not sent to the FSA, but is received by the authorised corporate director, the manager, or the investment company from the FSA, the date that the document is received by the authorised corporate director, the manager, or the investment company; or 7 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 Reprinted as at 4 September 2007 (c) in the case of any other document that is not sent to the FSA, the date of the document.
The conditions in subclauses (1) and (2) do not apply, in re­ spect of a document, to the offer of any security that is made after a copy of that document has been received by the Regis­ trar of Companies.
Information for New Zealand investors The exemptions in clause 5(1)(a) to (d) are subject to the fur­ ther condition that a document that complies with subclause (2) is contained in or accompanies— (a) every overseas prospectus or short form disclosure document that is deposited with the Registrar of Com­ panies or provided to any person to whom an offer of speciﬁed securities is made in New Zealand; and every investment statement that relates to speciﬁed se­ curities.
That document must— (a) include information or statements to the following ef­ fect, under the heading “Important Information for New Zealand Investors”: (i) (b) that the issue or sale of the speciﬁed securities will be conducted in the manner speciﬁed in the overseas prospectus and in the manner prescribed by the law of England and Wales, or the law of Scotland, as the case may be; and information describing how returns to New Zealand investors are likely to be affected by New Zealand taxation rules and how, as a result, any forecast or projected returns may differ from the returns for Great Britain investors described in the overseas prospectus; and that, despite the information provided under subparagraph (ii), investors should satisfy them­ selves as to the tax implications of investing in the speciﬁed securities; and that investing in the speciﬁed securities may carry with it a currency exchange risk; and (ii) (iii) (iv) cl 9 (3) 9 (1) (2) 8 Reprinted as at 4 September 2007 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 cl 9 (v) (vi) that the ﬁnancial reporting requirements apply­ ing in New Zealand and those applying in respect of the collective investment scheme may be dif­ ferent and the ﬁnancial statements of the collect­ ive investment scheme may not be compatible in all respects with ﬁnancial statements prepared in accordance with New Zealand law; and that a copy of the overseas prospectus relating to the speciﬁed securities, a copy of the most re­ cent annual
 report, and (if more recent) the most recent half­yearly report of the collective invest­ ment scheme is available from a speciﬁed person on request; and (vii) a list of the types of documents relating to the collective investment scheme that have been re­ ceived by the Registrar of Companies in accord­ ance with this notice and a statement that those documents can be inspected at the ofﬁce of the Registrar of Companies and can be obtained from the manager or authorised corporate director; and (viii) that,
 although a copy of the overseas prospec­ tus and other documents have been deposited the over­ with the Registrar of Companies, seas prospectus has not been registered in New Zealand under New Zealand law and may not contain all the information that a New Zealand registered prospectus is required to contain; and if a short form disclosure document is provided in New Zealand, that the short form disclosure document that is provided to persons to whom of­ fers of the speciﬁed securities are made in New Zealand is intended to provide key information about the investment, but is not an investment statement and may not be comparable to an in­ vestment statement in all respects and may not contain all the information required to be con­ tained in an investment statement; and in the case of speciﬁed participatory securities, the names and addresses of the manager and the (ix) (x) 9 cl 9 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 Reprinted as at 4 September 2007 trustee of the authorised unit trust and a statement that the authorised unit trust, the manager, and the trustee may not be subject in all respects to New Zealand law; and the in the case of speciﬁed equity securities, names and addresses of the authorised corporate director and the depositary of the investment company and a statement that the investment company, the authorised corporate director, and the depositary may not be subject in all respects to New Zealand law; and in relation to an overseas prospectus or short form disclosure document only, a statement in the form set out in the Schedule; and (xi) (xii) (b) include information or statements to the following ef­ fect, under the heading “Agreement as to Jurisdiction”: that, in respect of a dispute concerning the con­ (i) tract for the speciﬁed securities, the manager (in the case of speciﬁed participatory securities) or the investment company and the authorised cor­ porate director (in the case of speciﬁed equity se­
 curities)— (A) (B) (C) agrees or agree to submit to the non­ex­ clusive jurisdiction of the New Zealand courts; and has or have instructed the New Zealand agent for service referred to in subpara­ graph (ii) to accept service of documents on its or their behalf; and agrees or agree that is for an agreement with each investor the purposes of section 389(1)(e) of the Companies Act 1993; and this statement (ii) the name and address of a person in New Zealand who has been appointed by the manager, or the investment company and authorised corporate director, as the case may be, to accept service in New Zealand of any documents on its behalf; and 10 Reprinted as at 4 September 2007 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 cl 11 (3) 10 11 (iii) that, despite the statements referred to in subpara­ graph (i), the contract in respect of the speciﬁed securities may not always be enforceable in New Zealand courts.
The conditions in subclauses (1) and (2) are not breached if there are differences between the information or statements required under those subclauses to be in the document that is contained in or accompanies an overseas prospectus, short form disclosure document, or investment statement and the information or statements presented in that document, but the differences are immaterial.
Subclause (1)(a) was amended, as from 30 September 2005, by clause 6 Secur­ ities Act (Great Britain Collective Investment Schemes) Exemption Amend­ ment Notice 2005 (SR 2005/277) by substituting the words “short form dis­ closure document” for the words “key features document”.
Subclause (2)(a)(ix) was amended, as from 30 September 2005, by clause 6 Se­ curities Act (Great Britain Collective Investment Schemes) Exemption Amend­ ment Notice 2005 (SR 2005/277) by substituting the words “short form disclos­ ure document” for the words “key features document” in both places it occured.
Subclause (2)(a)(xii) was amended, as from 30 September 2005, by clause 6 Se­ curities Act (Great Britain Collective Investment Schemes) Exemption Amend­ ment Notice 2005 (SR 2005/277) by substituting the words “short form disclos­ ure document” for the words “key features document”.
Subclause (3) was amended, as from 30 September 2005, by clause 6 Secur­ ities Act (Great Britain Collective Investment Schemes) Exemption Amend­ ment Notice 2005 (SR 2005/277) by substituting the words “short form dis­ closure document” for the words “key features document”.
Offers to be made in Great Britain at same time The exemptions in clause 5(1)(a) to (d) are subject to the fur­ ther condition that, at the same time as offers of the speciﬁed securities are made or are open for acceptance in New Zealand, the speciﬁed securities are marketed by the speciﬁed person for issue or sale in Great Britain in accordance with the law of England and Wales, or the law of Scotland, as the case may be.
Annual report to Commission The exemptions in clause 5(1)(a), (d), and (e), in respect of speciﬁed securities offered after 31 March in any calendar year, are subject to the further condition that, if the manager or authorised corporate director, as the case may be, has of­ fered speciﬁed securities to the public in New Zealand during 11 cl 12 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 Reprinted as at 4 September 2007 the preceding calendar year, the manager or authorised corpo­ rate director, as the case may be, has sent to the Commission a written report in respect of the preceding calendar year that— speciﬁes each collective investment scheme and each (a) subfund of an umbrella scheme in respect of which the manager or authorised corporate director offered speci­ ﬁed securities during that preceding calendar year; and speciﬁes, in respect of each such collective investment scheme and subfund,— (i) (b) the total amount of money raised in New Zealand in that preceding calendar year by the manager or authorised corporate director by the offer of the speciﬁed securities; and the total amount of New Zealand raised funds under management by the manager or authorised corporate director as at the last day of that pre­ ceding calendar year, and (ii) (c) states, in respect of each of those collective investment schemes and subfunds, whether the manager or author­ ised corporate director intends to continue to offer spe­ ciﬁed securities to the public in New Zealand in reliance on any exemption in clause 5.
12 (1) Transitional provision This clause applies to speciﬁed securities offered, after this notice comes into force, under a key features document, an overseas prospectus, or an investment statement that is dated before the expiry of the Securities Act (Great Britain Collect­ ive Investment Schemes) Exemption Notice 1999.
(2) An offer and allotment of speciﬁed securities to which this clause applies may be made in accordance with either— (a) (b) this notice; or until 30 September 2005, the Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 1999 as in force— (i) on the date that the offer is made if the offer is made before the expiry of that notice; or 12 Reprinted as at 4 September 2007 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 Schedule (ii) immediately before that notice expired as if that notice had not expired if the offer is made after the expiry of that notice.
Schedule Form of statement under heading Important Information for New Zealand Investors cl 9(2)(a)(xii) Important Information for New Zealand Investors (The information in this section is required under the Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004.)

The document that this statement is contained in, or is accompan­ ied by, is not an investment statement under New Zealand law.
It is a [insert a generic description of the document] prepared in ac­ cordance with the law of England and Wales*/Scotland*.

There are likely to be differences between the information provided and the way that information is presented in the [insert a generic description of the document] as compared to an investment statement under New Zealand law.

* Delete if inapplicable Investment decisions are very important.

They often have long­term consequences.

Read all documents carefully.

Ask questions.


Seek advice before committing yourself.

Choosing an investment • When deciding whether to invest, consider carefully the an­ swers to the following questions: What sort of investment is this?

Who is involved in providing it for me?

How much do I pay?

What are the charges?

What returns will I get?

What are my risks?


• • • • • • 13 Schedule Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 Reprinted as at 4 September 2007 • • • • • Can the investment be altered?

How do I cash in my investment?

Who do I contact with enquiries about my investment?

Is there anyone to whom I can complain if I have problems with the investment?

What other information can I obtain about this investment?
Choosing an investment adviser You have the right to request from any investment adviser a written disclosure statement stating his or her experience and qualiﬁcations to give advice.

That document will tell you— •• whether the adviser gives advice only about particular types of investments; and whether the advice is limited to the investments offered by 1 or more particular ﬁnancial organisations; and whether the adviser will receive a commission or other beneﬁt from advising you.
•• •• You are strongly encouraged to request that statement.

An invest­ ment adviser commits an offence if he or she does not provide you with a written disclosure statement within 5 working days of your request.

You must make the request at the time the advice is given or within 1 month of receiving the advice.
In addition •• •• if an investment adviser has any conviction for dishonesty or has been adjudged bankrupt, he or she must tell you this in writing; and if an investment adviser receives any money or assets on your behalf, he or she must tell you in writing the methods em­ ployed for this purpose.

Tell the adviser what the purpose of your investment is.

This is im­ portant because different investments are suitable for different pur­ poses.

Dated at Wellington this 28th day of September 2004.
The Common Seal of the Securities Commission was afﬁxed in the presence of: J Diplock, 14 Reprinted as at 4 September 2007 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 Statement of reasons Chairperson.

[LS] Statement of reasons This notice comes into force on the day after the date of its notiﬁca­ tion in the Gazette and expires on 30 September 2009.
It replaces, in an amended form, the exemptions granted by the Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 1999 (the 1999 notice).
The notice continues to exempt managers of authorised unit trusts and open­ended investment companies established under the law of England and Wales, or the law of Scotland, subject to conditions, from the following provisions of the Securities Act 1978 and the Securities Regulations 1983: •• section 37, which prohibits the allotment of securities offered to the public unless there is a registered prospectus relating to the securities: section 37A(1)(a), which prohibits the allotment of securities offered to the public unless subscribers receive an investment statement relating to the securities prior to subscription: sections 38(a) and 38A, and regulations 11 to 18, and 21 to 23, which contain requirements as to the content of advertisements and registered prospectuses: sections 51 to 54, which relate to the keeping of registers and accounting records, and the sending of certiﬁcates to securities holders.
•• •• •• Managers of authorised unit trusts are also exempted from section 33(3), which requires the appointment of a statutory supervisor, and a deed of participation, in relation to participatory securities.

This notice makes signiﬁcant changes to the conditions in the 1999 notice with regard to the conditions relating to the provision of docu­ ments to the Registrar of Companies and the information that must be provided to New Zealand investors.
The Securities Commission considers that it is appropriate to grant a renewal of the exemptions granted in the 1999 notice because— •• the exemptions remain useful and relevant to Great Britain issuers and there is continued reliance on the exemptions; and 15 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 Reprinted as at 4 September 2007 •• the requirements for Great Britain issuers under this notice should be aligned, to the extent appropriate and relevant, to the requirements for Australian issuers under the Securities Act (Australian Registered Managed Investment Schemes) Exemption Notice 2003.
The amendments to the 1999 notice achieve this, in particular, in relation to the requirements to ﬁle certain documents about the Great Britain issuer and the scheme with the New Zealand Registrar of Companies, and to provide New Zealand investors with additional informa­ tion and warning statements about the differences between investing in New Zealand and investing in Great Britain.
A 1­year transitional period is required for securities offered after this notice comes into force using Great Britain disclosure documents that are dated prior to the expiry of the 1999 notice, as offers are being made on an ongoing basis.

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

Date of notiﬁcation in Gazette: 30 September 2004.

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