Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698846195395.pdf (New Zealand)
2013/285 Securities Act (Overseas Companies) Exemption Amendment Notice 2013 Pursuant to sections 70B and 70D of the Securities Act 1978, the Financial Markets Authority gives the following notice (to which is appended a statement of reasons of the Financial Markets Authority).

1 2 3 4 1 2 3 4 Contents Title Commencement Principal notice Clause 4 amended (Interpretation) Page 1 1 1 1 Notice Title This notice is the Securities Act (Overseas Companies) Ex- emption Amendment Notice 2013.
Commencement This notice comes into force on the day after the date of its notification in the Gazette.

Principal notice This notice amends the Securities Act (Overseas Companies) Exemption Notice 2013 (the principal notice).

Clause 4 amended (Interpretation) In clause 4(1), definition of specified exchange, replace “or Austria” with “Austria, or Germany”.

1 Statement of reasons Securities Act (Overseas Companies) Exemption Amendment Notice 2013 2013/285 Dated at Wellington this 21st day of June 2013.
Sue Brown, Head of Primary Regulatory Operations.

Statement of reasons This notice, which comes into force on the day after the date of its no- tification in the Gazette, amends the Securities Act (Overseas Com- panies) Exemption Notice 2013 (the principal notice) to add Ger- many to the list of jurisdictions in respect of which the exemptions in the principal notice are granted.
The principal notice exempts, subject to conditions, overseas com- panies who issue quoted securities to existing security holders in New Zealand from— • the requirements in section 33(2) of the Securities Act 1978 (the Act) that no debt security may be offered to the public un- less the issuer has appointed a trustee and registered a signed trust deed that complies with the Act and the Securities Regu- lations 2009 (the regulations): the requirements in section 33(3) of the Act that no participa- tory security may be offered to the public unless the issuer has appointed a statutory supervisor and registered a deed of par- ticipation that complies with the Act and the regulations: the requirements of section 37 of the Act that securities offered to the public for subscription may not be allotted unless at the time of the subscription for the security there was a registered prospectus in relation to the security: the requirements in section 37A of the Act in relation to the provision of investment statements, the prohibition on false or misleading statements in investment statements and prospec- tuses, and the date of allotment: the requirements of section 38A of the Act in relation to state- ments in advertisements by experts: the requirements in sections 51 to 54B of the Act in relation to registers of securities, accounting records, financial state- • • • • • 2 2013/285 Securities Act (Overseas Companies) Exemption Amendment Notice 2013 Statement of reasons ments, security certificates, and the disclosure of information to investors: the regulations (except regulation 23).
• The Financial Markets Authority, after satisfying itself as to the mat- ters set out in section 70B(2) of the Act, considers it appropriate to amend the principal notice because— • it recognises the adequacy of the regulation of securities of- ferings in Germany.
Regulation in Germany has the following characteristics: • • • German law requires disclosure of information for investors to an extent broadly comparable with New Zealand law: Germany is a member of the International Organization of Securities Commissions (IOSCO) and a member of the Transitional IOSCO Board, and the Federal Finan- cial Supervisory Authority (Germany) is a signatory of the IOSCO Multilateral Memorandum of Understand- ing: Deutsche Börse AG, which operates the Frankfurt Stock Exchange, is a member of the World Federation of Ex- changes and the Federation of European Securities Ex- changes, and the Berlin and Stuttgart Stock Exchanges are members of the Federation of European Securities Exchanges; and • • • as such, Germany is comparable to other jurisdictions recog- nised by the principal notice; and in these circumstances, the exemptions would not cause sig- nificant detriment to members of the New Zealand public who subscribe to the securities to which the exemptions relate, be- cause they would benefit from broadly comparable disclosure and governance requirements; and the extent of the exemptions are not broader than reasonably necessary to address the matters that gave rise to the exemp- tions by facilitating the offer to New Zealand subscribers on the basis of compliance with an adequate overseas securities law regime.
3 Securities Act (Overseas Companies) Exemption Amendment Notice 2013 2013/285 Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 27 June 2013.

This notice is administered by the Financial Markets Authority.

12 4 Wellington, New Zealand: Published under the authority of the New Zealand Government—2013