New Zealand Legislation: Regulations

4 Short form prospectus

• (1) Regulation 3 of these regulations shall not apply in respect of a registered prospectus if—

  • (a) The registered prospectus relates only to—

    • (i) An offer of equity securities or convertible securities made by the issuer of the securities to persons who already hold equity securities or convertible securities of the issuer; or

    • (ii) An offer of debt securities (not being convertible securities or other securities that may be converted into equity securities) made by the issuer of the securities to persons who already hold equity securities, convertible securities, or debt securities of the issuer—

    whether or not the offer is renounceable in favour of any other person; and

  • (b) The issuer of the securities is a company; and

  • (c) A copy of the most recent financial statements of the issuer, in the case of a company within the meaning of the Companies Act 1955, laid before members of the issuer in general meeting in accordance with section 152 of the Companies Act 1955, or deemed to have been laid before members of the issuer pursuant to section 362(2) of that Act, or in the case of a company within the meaning of the Companies Act 1993, sent to the shareholders of the company in accordance with that Act, and of all reports required by that Act to be annexed or attached thereto,—

    • (i) Have previously been given or sent to the persons who were, at the time those financial statements were given or sent, holders of the same class of securities as that held by the persons to whom the offer is being made; or

    • (ii) Are attached to every registered prospectus given or sent to any person under the Act; and

  • (d) In the case of an offer of debt securities guaranteed by guaranteeing subsidiaries of the issuer, the financial statements referred to in paragraph (c) of this subclause include group financial statements within the meaning of the Financial Reporting Act 1993 that relate to the borrowing group; and

  • (e) All of the matters specified in subclause (2) of this regulation that are applicable are stated or contained in the registered prospectus.

  (2) For the purposes of subclause (1)(e) of this regulation, the matters required to be stated or contained in the registered prospectus are as follows:

  • (a) In the case of an offer of equity securities, the matters specified in clauses 1, 9, 19(1), and 21 of Schedule 1 to these regulations:

  • (b) In the case of an offer of debt securities, the matters specified in clauses 1, 4, 11, 12, 13, and 14 of Schedule 2 to these regulations:

  • (c) The date of the statement of financial position included in the financial statements referred to in subclause (1) of this regulation:

  • (d) The place or places where copies of the financial statements, and reports referred to in subclause (1) of this regulation can be obtained free of charge by any person to whom the offer is made:

  • (e) If an interim statement of financial position is contained in the registered prospectus in accordance with subclause (3) of this regulation, a statement of financial performance of, and, if required in accordance with an applicable financial reporting standard, within the meaning of section 2 of the Financial Reporting Act 1993, a statement of cash flows for, the issuing group or borrowing group for the period from the date of the last statement of financial position thereof—

    • (i) In the case of a company within the meaning of the Companies Act 1955, laid before the members of the issuer in general meeting or deemed to have been so laid pursuant to section 362(2) of that Act; or

    • (ii) In the case of a company within the meaning of the Companies Act 1993, sent to the shareholders of the company in accordance with that Act—

    to the date of the interim statement of financial position (being a statement of financial performance and statement of cash flows that comply with the requirements of the Financial Reporting Act 1993, except that they need not be audited):

  • (f) A statement by the directors of the issuer as to whether, after due enquiry by them in relation to the period between—

    • (i) The date of the latest statement of financial position of the issuing group or borrowing group (as the case may be) set out or referred to in the registered prospectus in accordance with this regulation; and

    • (ii) The specified date—

    there have, in their opinion, arisen any circumstances that materially adversely affect the trading or profitability of the issuing group or borrowing group or the value of its assets, or the ability of the group to pay its liabilities due within the next 12 months.

  (3) For the purposes of section 37A(1)(c) of the Act, a registered prospectus to which this regulation applies may contain (in addition to the statement of financial position included in the financial statements of the issuer and other financial statements required by subclause (1) of this regulation) an interim statement of financial position of the issuing group or borrowing group, as the case may be, that—

  • (a) Is drawn up as at a stated date that is not more than 9 months after the date of the above-mentioned statement of financial position of the issuer; and

  • (b) Complies with the requirements of the Financial Reporting Act 1993 (except that it need not be audited).

  (4) In this regulation, the term convertible securities means debt securities that will be converted, or are or will become convertible at the option of the security holder, into equity securities of the issuer of the debt securities.

  Regulation 4 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).

  Subclause (1)(c)(ii) was substituted, as from 1 October 1997, by regulation 5(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.

  Subclause (2)(c) to (f) were amended, as from 1 October 1997, by regulation 5(2)(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position” for the words “balance sheet”.

  Subclause (2)(e) was amended, as from 1 October 1997, by regulation 5(2)(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial performance” for the words “profit and loss statement”.

  Subclause (3) was amended, as from 1 October 1997, by regulation 5(2)(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position” for the words “balance sheet”.

  Subclause (3) was amended, as from 1 October 1997, by regulation 5(3) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the expression “section 37A(1)(c)” for the expression “section 37A(1)(e)”.