Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698846174612.pdf (New Zealand)
Version as at 18 November 2021 Financial Markets Conduct (Recognised Exchanges) Exemption Amendment Notice 2020 (LI 2020/274) Financial Markets Conduct (Recognised Exchanges) Exemption Amendment Notice 2020: revoked, on the close of 17 November 2021, pursuant to clause 3 of the Financial Markets Conduct (Recog‐ nised Exchanges) Exemption Notice 2016 (LI 2016/268).
Pursuant to sections 556 and 572 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 Principal notice Clause 4 amended (Interpretation) Clause 5 amended (Exemptions for offers of overseas listed products) Clause 6 amended (Conditions relating to disclosure) Clause 7 amended (Conditions relating to financial reporting) Clause 8 replaced (Condition that documents be received by Registrar) 8 Clause 9 amended (Documents and information that must accompany notice that is lodged with Registrar) Clause 10 amended (Condition relating to warning statements) Schedule 2 amended Condition that documents be received by Registrar Page 2 2 2 2 2 2 2 2 2 3 3 3 Note The Parliamentary Counsel Office has made editorial and format changes to this version using the powers under subpart 2 of Part 3 of the Legislation Act 2019.
Note 4 at the end of this version provides a list of the amendments included in it.

This notice is administered by the Financial Markets Authority.

1 cl 1 Financial Markets Conduct (Recognised Exchanges) Exemption Amendment Notice 2020 Version as at 18 November 2021 Title Notice This notice is the Financial Markets Conduct (Recognised Exchanges) Exemp‐ tion Amendment Notice 2020.

Commencement This notice comes into force on 15 October 2020.
Principal notice This notice amends the Financial Markets Conduct (Recognised Exchanges) Exemption Notice 2016 (the principal notice).

Clause 4 amended (Interpretation) In clause 4(1), definition of overseas offer document, paragraph (a), replace “issuer” with “offeror”.

Clause 5 amended (Exemptions for offers of overseas listed products) In clause 5, delete “in reliance on this notice”.

Clause 6 amended (Conditions relating to disclosure) In clause 6(1)(b), replace “issuer” with “offeror”.
Replace clause 6(1)(b)(i) with: (1) (2) (i) copies of the overseas offer document and any documents that supplement the overseas offer document; and 7 Clause 7 amended (Conditions relating to financial reporting) After clause 7(1), insert: (1A) This clause applies in relation to the issuer and its financial statements, even if the offeror is not the issuer.
8 Clause 8 replaced (Condition that documents be received by Registrar) Replace clause 8 with: 8 (1) Condition that documents be received by Registrar The exemptions in clause 5 are subject to the further condition that, before an offer is made in reliance on this notice,— (a) (b) the offeror must lodge with the Registrar a notice that complies with subclause (2); and if the offeror is not the issuer, the issuer must lodge with the Registrar a notice that complies with subclause (4).
(2) The offeror’s notice must— 2 Version as at 18 November 2021 Financial Markets Conduct (Recognised Exchanges) Exemption Amendment Notice 2020 cl 11 (a) (b) (c) (d) (e) (f) state that the offeror intends to make an offer in reliance on this notice; and specify the financial products to be offered; and specify the proposed offer period for each of the following: (i) (ii) the offer of the financial products in New Zealand: the offer of the financial products in the relevant jurisdiction; and state the full name and address in New Zealand of 1 or more persons resident or incorporated in New Zealand who are authorised to accept service in New Zealand at that address of documents on behalf of the offeror; and state that the offeror submits to the jurisdiction of the courts of New Zea‐ land in relation to the offer; and state the offeror’s New Zealand overseas offeror registration number allocated by the Registrar (if any); and (g) be accompanied by the documents and information specified in clause 9.
(3) For the purposes of subclause (2)(c)(ii), the proposed offer period for the offer of the financial products in the relevant jurisdiction must include the proposed offer period for the offer of the financial products in New Zealand.
(4) The issuer’s notice must state— (a) (b) the full name and address in New Zealand of 1 or more persons resident or incorporated in New Zealand who are authorised to accept service in New Zealand at that address of documents on behalf of the issuer; and that the issuer submits to the jurisdiction of the courts of New Zealand in relation to the offer.
9 (1) (2) (3) Clause 9 amended (Documents and information that must accompany notice that is lodged with Registrar) In clause 9, replace “clause 8(1)(g)” with “clause 8(2)(g)”.

In clause 9(a), before “the overseas”, insert “copies of”.

In clause 9(a), replace “document that supplements” with “documents that sup‐ plement”.

10 Clause 10 amended (Condition relating to warning statements) In clause 10, replace “issuer” with “offeror”.
11 (1) (2) (3) Schedule 2 amended In Schedule 2, Part 1, replace “The issuer” with “The [offeror*/issuer and offeror†] of the financial products”.

In Schedule 2, Part 1, replace “are different” with “may be different”.

In Schedule 2, before Part 2, insert: 3 Statement of reasons Financial Markets Conduct (Recognised Exchanges) Exemption Amendment Notice 2020 Version as at 18 November 2021 *If the offeror is the issuer.

†If the offeror is not the issuer.

Dated at Auckland this 2nd day of October 2020.


Nick Kynoch, General Counsel, Financial Markets Authority.

Statement of reasons This notice comes into force on 15 October 2020 and amends the Financial Markets Conduct (Recognised Exchanges) Exemption Notice 2016 (the 2016 notice).
The 2016 notice exempts issuers from the disclosure and governance requirements in Parts 3 and 4 of the Financial Markets Conduct Act 2013 (the Act) in relation to offers of financial products that are or will be approved for trading on the principal official list of the London Stock Exchange, the Nasdaq Stock Market, or the New York Stock Exchange.

This notice extends those exemptions so that offerors of those products who are not the issuers are also exempt from those provisions of the Act.
The conditions to which the exemptions are subject are also amended to ensure that they apply appropriately to both issuers and offerors.

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 amend the 2016 notice to extend the exemptions because the policy reasons for granting the exemptions remain valid and relevant with the amended scope of application.
This is because— • • • the exemptions still only apply to offers made in relation to financial products that are or will be approved for trading on the principal official list of the 3 named exchanges; and the exemptions recognise the adequacy of the regulation of financial product offerings in certain overseas jurisdictions with certain characteristics; and in the absence of extending these exemptions to offerors, the FMA considers that these offers may not be made available to New Zealand investors due to additional costs and compliance obligations or legal uncertainty.
The FMA is therefore satisfied that the amendments to the 2016 notice are necessary or desirable in order to promote 1 or more of the purposes of the Act.

Specifically, they will avoid unnecessary compliance costs and promote innovation and flexibility in the financial markets.
The FMA is further satisfied that the exemptions granted are not broader than are reasonably necessary to address the matters that gave rise to the exemptions as the exemptions only apply to exempt issuers or offerors who are sub‐ ject to regulatory oversight broadly equivalent to that in New Zealand.

4 Version as at 18 November 2021 Financial Markets Conduct (Recognised Exchanges) Exemption Amendment Notice 2020 Statement of reasons Issued under the authority of the Legislation Act 2019.
Date of notification in Gazette: 5 October 2020.

5 Financial Markets Conduct (Recognised Exchanges) Exemption Amendment Notice 2020 Version as at 18 November 2021 Notes Notes 1 General This is a consolidation of the Financial Markets Conduct (Recognised Exchanges) Exemption Amendment Notice 2020 that incorporates the amend‐ ments made to the legislation so that it shows the law as at its stated date.
2 Legal status A consolidation is taken to correctly state, as at its stated date, the law enacted or made by the legislation consolidated and by the amendments.

This presump‐ tion applies unless the contrary is shown.

Section 78 of the Legislation Act 2019 provides that this consolidation, pub‐ lished as an electronic version, is an official version.

A printed version of legis‐ lation that is produced directly from this official electronic version is also an official version.
3 Editorial and format changes The Parliamentary Counsel Office makes editorial and format changes to con‐ solidations using the powers under subpart 2 of Part 3 of the Legislation Act 2019.

See also PCO editorial conventions for consolidations.

4 Amendments incorporated in this consolidation Financial Markets Conduct (Recognised Exchanges) Exemption Notice 2016 (LI 2016/268): clause 3 Wellington, New Zealand: Published under the authority of the New Zealand Government—2021 6