Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698753242245.pdf (New Zealand)
Reprint as at 9 September 2008 Securities Act (Financial Institutions) Exemption Notice 2006 (SR 2006/142) 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 Part 1 Exemptions for ﬁnancial institutions whose non­guaranteeing subsidiaries are not signiﬁcant Application of this Part Exemption from section 37A(1)(c) of Act Exemption from section 37A(1A)(d) of Act Exemption from clause 7 of Schedule 2 Page 2 2 2 2 6 6 7 8 Note Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.
A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

The Securities Act (Financial Institutions) Exemption Notice 2006 is administered by the Securities Commission.
1 cl 1 Securities Act (Financial Institutions) Exemption Notice 2006 Reprinted as at 9 September 2008 9 Exemptions from clauses of Schedule 2 Part 2 Exemptions for all ﬁnancial institutions Exemption from section 37A(1)(c) of Act Exemption from section 37A(1A)(d) of Act Investment in non­guaranteeing subsidiaries Exemption from clause 7(6) of Schedule 2 Exemptions from clauses of Schedule 2 Schedule Conditions of exemptions from clauses of Schedule 2 8 9 9 10 10 11 12 Notice Title This notice is the Securities Act (Financial Institutions) Ex­ emption Notice 2006.
Commencement This notice comes into force on its notiﬁcation in the Gazette.

Expiry This notice expires on the close of 30 November 2008.
Interpretation In this notice, unless the context otherwise requires,— accounting period has the same meaning as in section 2(1) of the FRA Act means the Securities Act 1978 balance date has the same meaning as in section 7(1) of the FRA equity instrument means— (a) (b) ﬁnancial asset means— (a) (b) an FRS­33 equity instrument; or an NZ IAS 32 equity instrument an FRS­33 ﬁnancial asset; or an NZ IAS 32 ﬁnancial asset (1) 2 Reprinted as at 9 September 2008 Securities Act (Financial Institutions) Exemption Notice 2006 cl 4 ﬁnancial institution means— (a) (b) (ii) an entity whose principal activity is to obtain funds for lending or investing in ﬁnancial assets other than equity instruments; but excludes— (i) entities that are wholly funded and controlled by a related party or parties and that do not engage in activities that give rise to material unrecognised ﬁnancial liabilities with counter­parties that are not related parties; and general insurance companies, life insurance com­ panies, and superannuation schemes ﬁnancial institution group, in relation to an offer of debt se­ curities by a ﬁnancial institution, means— the ﬁnancial institution; and (a) all former subsidiaries of the ﬁnancial institution, in re­ (b) spect of the periods during which they were those sub­ sidiaries; and all present subsidiaries of the ﬁnancial institution, in respect of the periods since they became those sub­ sidiaries (c) ﬁnancial statements has the same meaning as in section 8 of the FRA FRA means the Financial Reporting Act 1993 FRS­33 means Financial Reporting Standard No 33 (Disclos­ ure of Information by Financial Institutions) approved in April 1997 FRS­33 equity instrument means a contract that evidences a residual interest in the assets of an entity after deducting its liabilities; but does not include— (a) investments in subsidiaries, in substance subsidiaries, and associates; and investments in partnerships and joint ventures (b) FRS­33 ﬁnancial asset means— (a) (b) cash; or a contractual right to
 receive cash or another ﬁnancial asset from another entity; or 3 cl 4 Securities Act (Financial Institutions) Exemption Notice 2006 Reprinted as at 9 September 2008 (c) a contractual right to exchange ﬁnancial instruments with another entity under conditions that are potentially favourable; or an equity instrument of another entity (d) generally accepted accounting practice has the same mean­ ing as in section 3 of the FRA group means a ﬁnancial institution and all guaranteeing sub­ sidiaries, in respect of the period since they became those sub­ sidiaries guaranteeing subsidiary, in relation to an offer of debt se­ curities by a ﬁnancial institution, means a subsidiary of the ﬁnancial institution that— (a) is unconditionally liable (whether or not jointly or sev­ erally with the ﬁnancial institution or other person) to repay the securities; or is liable to repay the securities subject only to the con­ dition that the ﬁnancial institution or any other person has failed to do so (b) non­guaranteeing subsidiary means, in relation to an offer of debt securities by a ﬁnancial institution,— (a) a subsidiary of a ﬁnancial institution that is not a guar­ anteeing subsidiary, in respect of the periods since it be­ came that subsidiary; and a former subsidiary of a ﬁnancial institution that was not a guaranteeing subsidiary, in respect of the periods during which it was that subsidiary (b) NZ IAS 30 means the New Zealand Equivalent to Inter­ national Accounting Standard 30 (Disclosures in the Financial Statements of Banks and Similar Financial Institutions) NZ IAS 32 equity instrument means any contract that evi­ dences a residual interest in the assets of an entity after de­ ducting all of its liabilities NZ IAS 32 ﬁnancial asset means— (a) (b) (c) cash; or an equity instrument of another entity; or a contractual right— (i) to receive cash or another ﬁnancial asset from another entity; or 4 Reprinted as at 9 September 2008 Securities Act (Financial Institutions) Exemption
 Notice 2006 cl 4 (ii) to exchange ﬁnancial assets or ﬁnancial liabilities with another entity under conditions that are po­ tentially favourable to the entity; or (d) a contract that will or may be settled in the entity’s own equity instruments and is— (i) (ii) a non­derivative for which the entity is or may be obliged to receive a variable number of the entity’s own equity instruments; or a derivative that will or may be settled other than by the exchange of a ﬁxed amount of cash or an­ other ﬁnancial asset for a ﬁxed number of the en­ tity’s own equity instruments (which, for this pur­ pose, do not include instruments that are them­ selves contracts for the future receipt or delivery of the entity’s own equity instruments) NZ IAS 32 ﬁnancial liability means any liability that is— (a) a contractual obligation to— (i) deliver cash or another ﬁnancial asset to another entity; or exchange ﬁnancial assets or ﬁnancial liabilities with another entity under conditions that are po­ tentially unfavourable to the entity; or (ii) (b) (ii) a contract that will or may be settled in the entity’s own equity instruments and is— (i) a non­derivative for which the entity is or may be obliged to deliver a variable number of the entity’s own equity instruments; or a derivative that will or may be settled other than by exchange of a ﬁxed amount of cash or another ﬁnancial asset for a ﬁxed number of the entity’s own instruments (which, for this purpose, do not include instruments that are themselves contracts for the future receipt or delivery of the entity’s own equity instruments) Regulations means the Securities Regulations 1983 Schedule 2 means Schedule 2 of the Regulations.
(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.
5 Part 1 cl 5 Securities Act (Financial Institutions) Exemption Notice 2006 Reprinted as at 9 September 2008 Part 1 Exemptions for ﬁnancial institutions whose non­guaranteeing subsidiaries are not signiﬁcant Application of this Part This Part applies to a ﬁnancial institution if— (a) (b) (c) (d) institution has non­guaranteeing sub­ the ﬁnancial sidiaries; and the aggregate net surplus after taxation and extraordin­ ary items of the non­guaranteeing subsidiaries for the most recently completed accounting period (as incorp­ orated in the consolidated ﬁnancial statements of the ﬁ­ nancial institution group), and since, does not exceed 5% of the consolidated net surplus after taxation and extraordinary items, before the deduction of all minor­ ity interests, of the ﬁnancial institution group; and the aggregate carrying value of the assets of the non­ guaranteeing subsidiaries on the last day of the most recently completed accounting period (as incorporated in the consolidated ﬁnancial statements of the ﬁnancial institution group), and since, does not exceed 5% of the consolidated amount of the assets of the ﬁnancial institution group; and the aggregate amount of investment by members of the ﬁnancial institution group in the non­guaranteeing sub­ sidiaries on the last day of the most recently completed accounting period (the amount of investment includes the carrying value of equity held in the non­guarantee­ ing subsidiaries and the amount of all loans and ad­ vances made to the non­guaranteeing subsidiaries), and since, does not exceed 5% of the consolidated equity of the ﬁnancial institution group.
Exemption from section 37A(1)(c) of Act Every ﬁnancial institution to which this Part applies and every person acting on its behalf are exempted from section 37A(1)(c) of the Act in respect of debt securities of that ﬁnancial institution.
5 6 (1) 6 Reprinted as at 9 September 2008 Securities Act (Financial Institutions) Exemption Notice 2006 Part 1 cl 7 (2) 7 (1) (2) The exemption is subject to the condition that no allotment of a debt security offered to the public by the ﬁnancial institution is made if the date of allotment would be more than,— (a) (ii) in the case of a registered prospectus relating to the se­ curity that contains or refers to ﬁnancial statements or interim ﬁnancial statements because of clause 9 and for which no certiﬁcate has been registered under section 37A(1A) of the Act, 9 months after the later of— (i) the date of the statement of ﬁnancial position contained or referred to in the registered prospec­ tus; or the last day of the interim accounting period to which the interim ﬁnancial statements relate; or in the case of a registered prospectus relating to the se­ curity that contains or refers to ﬁnancial statements (but not interim ﬁnancial statements) because of clause 9 and for which a certiﬁcate has been registered under section 37A(1A) of the Act, 9 months after the date of that cer­ tiﬁcate; or in any other case, 6 months after the date of the regis­ tered prospectus.
(b) (c) Exemption from section 37A(1A)(d) of Act Every ﬁnancial institution to which this Part applies and every person acting on its behalf are exempted from section 37A(1A)(d) of the Act in respect of debt securities of that ﬁnancial institution.
The exemption is subject to the conditions that— (a) a certiﬁcate delivered to the Registrar for registration under section 37A(1A) of the Act is accompanied by ﬁnancial statements of the ﬁnancial institution group for the 6­month period from the date of the statement of ﬁnancial position referred to in section 37A(1A)(b) of the Act; and the ﬁnancial statements referred to in paragraph (a) sat­ isfy subclause (3).
(b) (3) The ﬁnancial statements referred to in subclause (2)(a)— (a) must comply with— (i) FRS­33; or 7 Part 1 cl 8 Securities Act (Financial Institutions) Exemption Notice 2006 Reprinted as at 9 September 2008 (ii) NZ IAS 30; and (b) must comply with the FRA as if— (i) (ii) they were ﬁnancial statements to which the FRA applies; and the ﬁnancial institution in a ﬁnancial institution group were a reporting entity with 1 or more sub­ sidiaries required to complete and register group ﬁnancial statements under the FRA; and (c) need not be audited.
Exemption from clause 7 of Schedule 2 Every ﬁnancial institution to which this Part applies and every person acting on its behalf are exempted from clause 7 of Schedule 2 in respect of debt securities of that ﬁnancial in­ stitution.
The exemption is subject to the conditions that— (a) the registered prospectus contains for the ﬁnancial insti­ tution group the statements and amounts described by clause 7(1) to (5) and (7) of Schedule 2; and the ﬁnancial statement in summary form required by subclause (2)(a) contains, for each accounting period and other period speciﬁed in clause 7(3)(a) of Schedule 2,— (i) (b) a statement of the amount of the consolidated op­ erating surplus or deﬁcit of the ﬁnancial institu­ tion group excluding any amounts derived by the use of the equity method of accounting; and a statement of the amount of the consolidated equity of the ﬁnancial institution group exclud­ ing any amounts derived by the use of the equity method of accounting.
(ii) Exemptions from clauses of Schedule 2 Every ﬁnancial institution to which this Part applies and every person acting on its behalf are exempted from clauses 16 to 32 and clause 36(1)(e) and (f) of Schedule 2 in respect of debt securities of that ﬁnancial institution.

The exemptions are subject to the conditions in Part 1 of the Schedule of this notice.
8 (1) (2) 9 (1) (2) 8 Reprinted as at 9 September 2008 Securities Act (Financial Institutions) Exemption Notice 2006 Part 2 cl 11 Part 2 Exemptions for all ﬁnancial institutions 10 (1) (2) Exemption from section 37A(1)(c) of Act Every ﬁnancial institution and every person acting on its be­ half are exempted from section 37A(1)(c) of the Act in respect of debt securities of that ﬁnancial institution.
The exemption is subject to the condition that no allotment of a debt security offered to the public by the ﬁnancial institution is made if the date of allotment would be more than,— (a) (ii) in the case of a registered prospectus relating to the security that contains ﬁnancial statements or interim ﬁnancial statements because of clause 14 and for which no certiﬁcate has been registered under section 37A(1A) of the Act, 9 months after the later of— (i) the date of the statement of ﬁnancial position contained or referred to in the registered prospec­ tus; or the last day of the interim accounting period to which the interim ﬁnancial statements relate; or in the case of a registered prospectus relating to the security that contains ﬁnancial statements (but not in­ terim ﬁnancial statements) because of clause 14 and for which a certiﬁcate has been registered under section 37A(1A) of the Act, 9 months after the date of that cer­ tiﬁcate; or in any other case, 6 months after the date of the regis­ tered prospectus.
(b) (c) 11 (1) (2) Exemption from section 37A(1A)(d) of Act Every ﬁnancial institution and every person acting on its be­ half are exempted from section 37A(1A)(d) of the Act in re­ spect of debt securities of that ﬁnancial institution.
The exemption is subject to the conditions that— (a) a certiﬁcate delivered to the Registrar for registration under section 37A(1A) of the Act is accompanied by ﬁ­ nancial statements of the group for the 6­month period from the date of the statement of ﬁnancial position re­ ferred to section 37A(1A)(b) of the Act; and 9 Part 2 cl 12 Securities Act (Financial Institutions) Exemption Notice 2006 Reprinted as at 9 September 2008 (b) the ﬁnancial statements referred to in paragraph (a) sat­ isfy subclause (3).
(3) The ﬁnancial statements referred to in subclause (2)(a)— (a) must comply with— (i) FRS­33; or (ii) NZ IAS 30; and (b) must comply with the FRA as if they were ﬁnancial (c) statements to which the FRA applies; and if the ﬁnancial institution has both guaranteeing and non­guaranteeing subsidiaries, must comply with the FRA, except for the matter addressed in clause 12, as if— (i) they were ﬁnancial statements to which the FRA applies; and the ﬁnancial institution were a reporting entity required to complete and register ﬁnancial state­ ments for the group under the FRA; and (ii) (d) need not be audited.
Investment in non­guaranteeing subsidiaries The ﬁnancial statements referred to in the circumstances de­ scribed in clause 11(3)(c) must include the group’s invest­ ment in non­guaranteeing subsidiaries at a carrying value de­ termined in accordance with the group’s accounting policy for the valuation of investments outside the group.
Exemption from clause 7(6) of Schedule 2 Every ﬁnancial institution and every person acting on its be­ half are exempted from clause 7(6) of Schedule 2 in respect of debt securities of that ﬁnancial institution.
The exemption is subject to the condition that a ﬁnancial state­ ment in summary form required by clause 7 of Schedule 2 con­ tains, for each accounting period and other period speciﬁed in clause 7(3)(a) of Schedule 2, additionally,— (a) a statement of the amount of the consolidated operating surplus or deﬁcit of the group excluding any amounts derived by the use of the equity method of accounting; and 12 13 (1) (2) 10 Reprinted as at 9 September 2008 Securities Act (Financial Institutions) Exemption Notice 2006 Part 2 cl 14 (b) a statement of the amount of the consolidated equity of the group excluding any amounts derived by the use of the equity method of accounting.
14 (1) (2) Exemptions from clauses of Schedule 2 Every ﬁnancial institution and every person acting on its be­ half are exempted from clauses 16 to 32 and clause 36(1)(f) of Schedule 2 in respect of debt securities of that ﬁnancial insti­ tution.

The exemptions are subject to the conditions in Part 2 of the Schedule of this notice.
11 Schedule Securities Act (Financial Institutions) Exemption Notice 2006 Reprinted as at 9 September 2008 Schedule Conditions of exemptions from clauses of Schedule 2 cls 9(2), 14(2) Part 1 Application The exemptions in clause 9 of this notice are subject to the conditions in this Part.
Financial information with prospectus The registered prospectus contains, or is accompanied by and refers to, audited consolidated ﬁnancial statements of the ﬁ­ nancial institution group for the most recently completed ac­ counting period or, if there is no such accounting period, as at a stated date that is not more than 4 months before the speci­ ﬁed date.
The ﬁnancial statements required by subclause (1) comply with the FRA and are statements that— are registered under the FRA; or (a) if they are not registered under the FRA, contain the (b) material that they would contain if they were registered.
If the directors of the ﬁnancial institution consider it necessary or desirable in light of clause 6 of this notice, the registered prospectus contains, or is accompanied by and refers to, ad­ ditional consolidated interim ﬁnancial statements of the ﬁnan­ cial institution group as at a stated date that is not more than 9 months after the date of the ﬁnancial statements referred to in subclause (1).
The interim ﬁnancial statements referred to in subclause (3)— (a) comply with— (i) FRS­33; or (ii) NZ IAS 30; and comply with the FRA as if— (i) (b) they were ﬁnancial statements to which the FRA applies; and the ﬁnancial institution in the ﬁnancial institution group were a reporting entity with 1 or more sub­ (ii) 1 2 (1) (2) (3) (4) 12 Reprinted as at 9 September 2008 Securities Act (Financial Institutions) Exemption Notice 2006 Schedule 3 4 (1) (2) (3) (4) Part 1—continued sidiaries required to complete and register group ﬁnancial statements under the FRA.
Audit The interim ﬁnancial statements referred to in clause 2(3) and (4) of this schedule need not be audited.

Statements in prospectus The registered prospectus states the information speciﬁed in subclauses (2) to (4).
The registered prospectus states the aggregate amount of in­ vestments by members of the ﬁnancial institution group in the non­guaranteeing subsidiaries, at their carrying amount, as at the most recent balance date and, if the registered prospectus contains or refers to interim ﬁnancial statements, as at the bal­ ance date to which the interim ﬁnancial statements relate.
The registered prospectus states the following aggregate amounts (at the carrying amounts) of the non­guaranteeing subsidiaries as at the most recent balance date and, if the prospectus contains or refers to interim ﬁnancial statements, as at the balance date to which the interim statements relate: (a) the amount of total assets (including, as separate items, claims on the group and claims on other non­guarantee­ ing subsidiaries): the amount of total tangible assets: the amount of total liabilities (including, as separate items, liabilities owed to the group and liabilities owed to other non­guaranteeing subsidiaries): the amount of total equity.
(d) The registered prospectus states the following amounts for the most recently completed accounting period and, if the prospec­ tus contains or refers to interim ﬁnancial statements, for the balance date to which those interim ﬁnancial statements re­ late: (a) the amount of consolidated operating surplus or deﬁcit of the ﬁnancial institution group after taxation and extraordinary items; and (b) (c) 13 Schedule Securities Act (Financial Institutions) Exemption Notice 2006 Reprinted as at 9 September 2008 Part 1—continued (b) that part of the amount speciﬁed in paragraph (a) that is attributable to non­guaranteeing subsidiaries.
Equity accounting If the ﬁnancial statements or interim ﬁnancial statements re­ ferred to in clause 2 of this schedule include amounts de­ rived by using the equity method of accounting, the registered prospectus— (a) states the operating surplus or deﬁcit of the ﬁnancial institution group excluding amounts derived by using that method for the most recently completed accounting period and, if the prospectus contains or refers to interim ﬁnancial statements, for the interim accounting period to which the interim ﬁnancial statements relate; and states the total equity and the aggregate amount of in­ vestments of the ﬁnancial institution group excluding amounts derived by using that method as at the most recent balance date and, if the prospectus contains or refers to interim ﬁnancial statements, as at the last day of the interim accounting period to which the interim ﬁ­ nancial statements relate.
(b) (b) Auditor’s report The copy of a report by a qualiﬁed auditor required by clause 36 of Schedule 2 states whether or not, in the auditor’s opin­ ion,— (a) proper accounting records have been kept by the ﬁnan­ cial institution group as far as appears from an examin­ ation of them; and the ﬁnancial statements that are referred to in clause 8(2) of this notice and Part 1 of this schedule and that are required to be audited,— (i) comply with the Regulations, this notice, and generally accepted accounting practice; and give a true and fair view of the state of affairs of the ﬁnancial institution group, as at the date of the ﬁnancial statements, and of the results and cash (ii) 5 6 (1) 14 Reprinted as at 9 September 2008 Securities Act (Financial Institutions) Exemption Notice 2006 Schedule (2) 7 8 (1) (2) Part 1—continued ﬂows of the ﬁnancial institution group, for the period to which they relate, taking into account information or explanations of the kind referred to in section 14(2) of the FRA (if any).
If, in the auditor’s opinion, the ﬁnancial statements referred to in subclause (1)(b) do not comply with or give a true and fair view of the matters speciﬁed in that subclause, the auditor’s report speciﬁes the respects in which they do not.

Part 2 Application The exemptions in clause 14 of this notice are subject to the conditions in this Part.
Financial information with prospectus The registered prospectus contains, or is accompanied by and refers to, audited consolidated ﬁnancial statements of the group for the most recently completed accounting period or, if there is no such accounting period, as at a stated date that is not more than 4 months before the speciﬁed date.
The ﬁnancial statements required by subclause (1)— (a) comply with the FRA and are registered under the FRA; or if they are not registered under the FRA, contain the material that they would contain if they were registered; or if the ﬁnancial institution has both guaranteeing and non­guaranteeing subsidiaries, comply with the FRA, except for the matter addressed in subclause (3), as if the ﬁnancial institution in the group were a reporting entity required to complete and register ﬁnancial state­ ments of the group under the FRA.
(b) (c) (3) The ﬁnancial statements referred to in the circumstances de­ scribed in subclause (2)(c) must include the carrying value of the group’s investment in the non­guaranteeing subsidiaries 15 Schedule Securities Act (Financial Institutions) Exemption Notice 2006 Reprinted as at 9 September 2008 Part 2—continued (b) according to the group’s accounting policy for the valuation of investments outside the group.
If the directors of the ﬁnancial institution consider it necessary or desirable in light of clause 10 of this notice, the registered prospectus contains, or is accompanied by and refers to, ad­ ditional consolidated interim ﬁnancial statements of the group as at the stated date that is not more than 9 months after the date of the ﬁnancial statements referred to in subclause (1).
The interim ﬁnancial statements referred to in subclause (4)— (a) comply with— (i) FRS­33; or (ii) NZ IAS 30; and comply with FRA as if they were ﬁnancial statements to which the FRA applies; and if the ﬁnancial institution has both guaranteeing and non­guaranteeing subsidiaries, comply with the FRA, except for the matter addressed in subclause (6), as if— they were ﬁnancial statements to which the FRA (i) applies; and the ﬁnancial institution in the group were a re­ porting entity required to complete and register ﬁnancial statements of the group under the FRA.
The interim ﬁnancial statements referred to in the circum­ stances described in subclause (5)(c) include the carrying value of the group’s investment in the non­guaranteeing subsidiaries according to the group’s accounting policy for the valuation of investments outside the group.

(ii) (c) Audit The interim ﬁnancial statements referred to in clause 8(4) and (5) of this schedule need not be audited.
Equity accounting If the ﬁnancial statements or interim ﬁnancial statements re­ quired by clause 8 of this schedule include amounts derived by using the equity method of accounting, the registered prospec­ tus— (4) (5) (6) 9 10 16 Reprinted as at 9 September 2008 Securities Act (Financial Institutions) Exemption Notice 2006 Schedule Part 2—continued (a) (b) states the operating surplus or deﬁcit of the group ex­ cluding amounts derived by using that method for the most recently completed accounting period and, if the prospectus contains interim ﬁnancial statements, for the interim accounting period to which the interim ﬁnancial statements relate; and states the total equity and the aggregate amount of in­ vestments of the group excluding amounts derived by using that method as at the most recent balance date and, if the prospectus contains interim ﬁnancial statements, as at the last day of the interim accounting period to which the interim ﬁnancial statements relate.
11 (1) Auditor’s report The copy of a report by a qualiﬁed auditor required by clause 36 of Schedule 2 states whether or not, in the auditor’s opinion, the ﬁnancial statements that are referred to in clause 13(2) of this notice and are required to be audited— (a) comply with the Regulations, this notice, and generally accepted accounting practice; and give a true and fair view of the state of affairs of the group, as at the date of the ﬁnancial statements, and of the results and cash ﬂows of the group, for the period to which they relate, taking into account information or explanations of the kind referred to in section 14(2) of the FRA (if any).
(b) (2) If, in the auditor’s opinion, the ﬁnancial statements referred to in subclause (1) do not comply with or give a true and fair view of the matters speciﬁed in that subclause, the auditor’s report speciﬁes the respects in which they do not.

Dated at Wellington this 7th day of June 2006.

17 Securities Act (Financial Institutions) Exemption Notice 2006 Reprinted as at 9 September 2008 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 its notiﬁcation in the Gazette and expires on 30 November 2008, is virtually identical to the Se­ curities Act (Financial Institutions) Exemption Notice 2001, which expired on 28 February 2006.
The changes from that notice are: • where previously compliance with Financial Reporting Standard No 33 (Disclosure of Information by Financial Insti­ tutions) approved in April 1997 (FRS­33) was an ingredient in the conditions of exemption, the alternative of compliance with New Zealand Equivalent to International Accounting Standard 30 (Disclosures in the Financial Statements of Banks and Similar Financial Institutions) (NZ IAS 30) has been added: the addition of certain new deﬁnitions to accommodate NZ IAS 30 compliance: minor drafting revisions and corrections.
• The Securities Commission considers that it is appropriate to grant the exemption because— • the exemptions allow ﬁnancial institutions to use in their prospectuses, to the greatest extent practical, ﬁnancial state­ ments and related information that complied with ﬁnancial reporting standards rather than with the requirements pre­ scribed in the Securities Regulations 1983 (the Regulations): • 18 Reprinted as at 9 September 2008 Securities Act (Financial Institutions) Exemption Notice 2006 • • • • the exemptions provide users with information about asset quality and risk management that is more comprehensive than the disclosures required by Schedule 2 of the Regula­ tions and reduce compliance costs for ﬁnancial institutions without compromising the quality of information available to prospective investors in debt securities issued by ﬁnancial institutions: the exemptions aim to minimise possible confusion that might arise from a ﬁnancial institution having ﬁnancial statements publicly available prepared on different accounting bases: NZ IAS 30 mirrors the disclosure requirements of FRS­33 to the extent that those requirements do not conﬂict with other New Zealand Equivalents to International Financial Report­ ing Standards.
Financial statements prepared in accordance with NZ IAS 30 provide potential investors with more useful information than those prepared in accordance with Schedule 2 of the Regulations: it is consistent with the policy of the notice to allow ﬁnancial institutions that prepare their ﬁnancial statements in accord­ ance with NZ IAS 30 to use those ﬁnancial statements in the preparation of a registered prospectus.

Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notiﬁcation in Gazette: 9 June 2006.

19 Notes Securities Act (Financial Institutions) Exemption Notice 2006 Reprinted as at 9 September 2008 Contents 1 2 3 4 General Status of reprints How reprints are prepared Changes made under section 17C of the Acts and Regulations Publication Act 1989 List of amendments incorporated in this reprint (most recent ﬁrst) General This is a reprint of the Securities Act (Financial Institutions) Exemption Notice 2006.
The reprint incorporates all the amendments to the Securities Act (Financial Institutions) Exemption Notice 2006 as at 9 September 2008, as speciﬁed in the list of amendments at the end of these notes.

Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enact­ ment, in chronological order.
Status of reprints Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment.

This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.
This presumption may be rebutted by producing the ofﬁcial volumes of statutes or statutory regulations in which the prin­ cipal enactment and its amendments are contained.

How reprints are prepared A number of editorial conventions are followed in the prep­ aration of reprints.
For example, the enacting words are not included in Acts, and provisions that are repealed or revoked 5 Notes 1 2 3 20 Reprinted as at 9 September 2008 Securities Act (Financial Institutions) Exemption Notice 2006 Notes are omitted.

For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/legislation/reprints.shtml or Part 8 of the Tables of Acts and Ordinances and Statutory Regulations, and Deemed Regulations in Force.
4 Changes made under section 17C of the Acts and Regulations Publication Act 1989 Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice.

Changes that would alter the effect of the legislation are not permitted.
A new format of legislation was introduced on 1 January 2000.

Changes to legislative drafting style have also been made since 1997, and are ongoing.

To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all le­ gislation reprinted after 1 January 2000 is in the new format for legislation and reﬂects current drafting practice at the time of the reprint.
In outline, the editorial changes made in reprints under the au­ thority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint: • omission of unnecessary referential words (such as “of this section” and “of this Act”) typeface and type size (Times Roman, generally in 11.5 point) layout of provisions, including: • • indentation position of section headings (eg, the number and heading now appear above the section) format of deﬁnitions (eg, the deﬁned term now appears in bold type, without quotation marks) format of dates (eg, a date formerly expressed as “the 1st day of January 1999” is now expressed as “1 January 1999”) 21 • • • • Notes Securities Act (Financial Institutions) Exemption Notice 2006 Reprinted as at 9 September 2008 • • • • • • • position of the date of assent (it now appears on the front page of each Act) punctuation (eg, colons are not used after deﬁnitions) Parts numbered with roman numerals are replaced with arabic numerals, and all cross­references are changed accordingly case and appearance of letters and words, including: • format of headings (eg, headings where each word formerly appeared with an initial cap­ ital letter followed by small capital letters are amended so that the heading appears in bold, with only the ﬁrst word (and any proper nouns) appearing with an initial capital letter) small capital letters in section and subsection ref­ erences are now capital letters • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross­references are changed accord­ ingly running heads (the information that appears at the top of each page) format of two­column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chrono­ logical).
List of amendments incorporated in this reprint (most recent ﬁrst) Wellington, New Zealand: Published under the authority of the New Zealand Government—2008 5 12 22