Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698846115247.pdf (New Zealand)
2021/342 Financial Markets Conduct (Securities Offered under Securities Act 1978 Exemptions Recognising Overseas Regimes) Exemption Notice 2021 Pursuant to section 556 of the Financial Markets Conduct Act 2013, the Financial Markets Authority, being satisfied of the matters set out in section 557 of that Act, gives the following notice.
Contents Title Commencement Revocation Interpretation Exemptions Application of financial reporting exemption Schedule Exemption notices Notice Page 1 1 1 1 2 2 3 1 Title This notice is the Financial Markets Conduct (Securities Offered under Secur‐ ities Act 1978 Exemptions Recognising Overseas Regimes) Exemption Notice 2021.

2 3 4 (1) Commencement This notice comes into force on 1 December 2021.

Revocation This notice is revoked on the close of 30 November 2026.
Interpretation In this notice, unless the context otherwise requires,— Act means the Financial Markets Conduct Act 2013 1 cl 5 Financial Markets Conduct (Securities Offered under Securities Act 1978 Exemptions Recognising Overseas Regimes) Exemption Notice 2021 2021/342 Regulations means the Financial Markets Conduct Regulations 2014.

(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 Regu‐ lations.
5 (1) Exemptions Every issuer (A) is exempted from the following provisions of the Act in respect of any security offered in reliance on an exemption notice specified in the Schedule: (a) (b) (c) subpart 4 of Part 3; and Part 4; and section 388(a).
(2) The exemptions in subclause (1) also apply in respect of any security that— (a) varies the terms or conditions of, or renews, a security referred to in sub‐ clause (1); and (b) was offered in reliance on the Securities Act (Renewals and Variations) Exemption Notice 2013 (or any earlier notice that, with or without modi‐ fication, was replaced by or corresponded to that notice).
(3) A is exempted from Part 7 of the Act if A would be treated as being an FMC reporting entity only by virtue of having issued the securities referred to in sub‐ clause (1) or (2).
6 Application of financial reporting exemption An exemption granted under clause 5(3) applies to the following accounting periods of the issuer (A): (a) an accounting period of A that commenced before the exemption is granted (including an accounting period that ended before the exemption is granted) if the exemption is granted before the financial statements or group financial statements for that period would, but for the exemption in clause 5(3), be required to be delivered to the Registrar for lodgement under section 461H of the Act; and (b) subsequent accounting periods.
2 2021/342 Financial Markets Conduct (Securities Offered under Securities Act 1978 Exemptions Recognising Overseas Regimes) Exemption Notice 2021 Schedule Exemption notices Part 1 Class exemptions Schedule cl 5(1) Securities Act (Australian Issuers) Exemption Notice 2002 Securities Act (Australian Issuers—Transitional Provision) Exemption Notice 2013 Securities Act (Australian Registered Managed Investment Schemes) Exemption Notice 2003 and any earlier notice that, with or without modification, was replaced by or corresponded to that notice Securities Act (Australian Registered Managed Investment Schemes) Exemption Notice 2008 Securities Act (French Issuers Employee Share Purchase Schemes) Exemption Notice 2010 Securities Act (Great Britain Collective Investment Schemes) Exemption Notice 2004 and any earlier notice that, with or without modification, was replaced by or corre‐ sponded to that notice Securities Act (Overseas Companies) Exemption Notice 2013 and any earlier notice that, with or without modification, was replaced by or corresponded to that notice Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 and any earlier notice that, with or without modification, was replaced by or corresponded to that notice Securities Act (Overseas Listed Issuers) Exemption Notice 2002 and any earlier notice that, with or without modification, was replaced by or corresponded to that notice Part 2 Individual exemptions Any individual exemption notice granting relief from section 37(1) of the Securities Act 1978 in recognition of requirements applying under an overseas regime.
In this schedule,— class exemption— (a) means an exemption granted by the FMA or the Securities Commission under the Securities Act 1978 that was of general application and that applied to a class of persons or a class of transactions; but (b) does not include an exemption granted in relation to— (i) a particular person or transaction; or 3 Statement of reasons Financial Markets Conduct (Securities Offered under Securities Act 1978 Exemptions Recognising Overseas Regimes) Exemption Notice 2021 2021/342 (ii) persons associated with, or transactions involving, a particular entity individual exemption means an exemption granted by the FMA or the Securities Commission under the Securities Act 1978 that was not a class exemption.
Dated at Wellington this 28th day of October 2021.

Liam Mason, General Counsel, Financial Markets Authority.

Statement of reasons This notice comes into force on 1 December 2021 and is revoked on the close of 30 November 2026.
This notice replaces the Financial Markets Conduct (Securities Offered under Secur‐ ities Act 1978 Exemptions Recognising Overseas Regimes) Exemption Notice 2016, that is revoked on 30 November 2021, on substantially the same terms (except that the exemption from section 388(a) of the Financial Markets Conduct Act 2013 is new).
This notice exempts issuers from the ongoing disclosure requirements, governance requirements, financial reporting requirements, auditing requirements, and certain licensing requirements of the Financial Markets Conduct Act 2013 (the Act) in rela‐ tion to securities previously offered in reliance on certain class exemptions or indi‐ vidual exemptions granted by notice under the Securities Act 1978 (the relevant Securities Act 1978 exemptions).
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 relevant Securities Act 1978 exemptions under which the securities were offered recognised the adequacy of the relevant overseas regimes that applied to those securities and, as such, the appropriateness of the relief from certain requirements under New Zealand’s securities laws.
These considerations were assessed when each of the various notices was granted and the FMA (or the Securities Commission) was satisfied with the requirements applying under the overseas regimes, particularly given the circumstances under which those offers could be made; and investors in the securities invested on the basis of the regulatory regime in place at the time of the offer.
It would now be a significant burden for issuers of these securities that have been previously offered under the Securities Act • • 4 2021/342 Financial Markets Conduct (Securities Offered under Securities Act 1978 Exemptions Recognising Overseas Regimes) Exemption Notice 2021 Statement of reasons 1978 to New Zealand investors (in some cases many years ago) to comply with increased regulatory requirements under the Act; and • • for these reasons, the FMA is satisfied that the granting of the exemptions is desirable in order to promote the purposes of the Act, specifically to avoid unnecessary compliance costs and to promote flexibility in the financial mar‐ kets through the appropriate recognition of overseas regimes; and the FMA is satisfied that the exemptions are not broader than is reasonably necessary to address the matters that gave rise to them, given that— • • the exemptions are limited to securities offered under certain exemptions granted under the Securities Act 1978 that recognised the adequacy of overseas regimes; and the financial reporting and auditing relief is limited to entities that have financial reporting obligations under the Act only as a result of having issued securities to New Zealand investors that were offered under one of these exemptions.
If the entity is required to do financial reporting for another reason, then those obligations will still apply.

Issued under the authority of the Legislation Act 2019.

Date of notification in Gazette: 2 November 2021.

This notice is administered by the Financial Markets Authority.

Wellington, New Zealand: Published under the authority of the New Zealand Government—2021 5