Thinking | 19 June 2008

Mutual Recognition of Securities Offerings: NZ and Australia

Regulations effective 13 June 2008 have been passed and a joint guide released to facilitate offers of Australian securities in New Zealand and vice versa. The regulation enables an issuer to offer securities (eg shares or debentures) or interests in managed or collective investment schemes in both countries using the one disclosure document prepared under the fundraising laws in the issuer’s jurisdiction.

The objective of this new regime is to reduce the cost of capital raising in both jurisdictions and to remove unnecessary regulatory barriers whilst maintaining investor protection through appropriate disclosure.
For an Australian issuer to offer securities (or interests in a managed investment scheme) in NZ using their existing Australian disclosure document, there are conditions which include:
  • complying with all applicable Australian Laws
  • lodging written notice with the New Zealand Companies Office which includes specific details of the offer, the name and address of a person who is authorised to accept service in New Zealand, and copies of the disclosure document and constitution of the company or scheme
  • including a prescribed warning notice in the disclosure document to the effect that the offer is principally regulated under Australian law, and that  the taxation treatment of Australian securities is not the same as for New Zealand securities.

New Zealand issuers have similar requirements under Australian regulations.

A breach of the terms of these regulations may result in the New Zealand Securities Commission:

  • making an order prohibiting the distribution of the disclosure document or
  • banning the issuer from making offers under this regime.
Issuers of managed investment schemes may also have to include a warning that the dispute resolution process described in the offer document is only available in Australia and not in NZ.

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Harry New

Harry leads our financial services team and focuses extensively on financial services law and corporate advisory.

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