New Zealand Legislation: Regulations
Regulations are laws made under Acts
Schedule 1 | reg 3(1) |
(1) The name of the issuer, and address of its registered office (or, if it does not have a registered office, its address) in New Zealand.
(2) A brief description of the securities being offered.
(3) The maximum number or amount, and nominal value (if any), of the securities being offered.
(4) The price or other consideration to be paid or provided for the securities being offered.
Clause 1(3) was amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by inserting the words “(if any)”
.
Where, by virtue of section 6 of the Act (which relates to previously allotted securities), the issuer is not the offeror,—
(a) The name of the offeror; and
(b) The address of the offeror's registered office (or, if it does not have a registered office, its address) in New Zealand; and
(c) The net amount of the consideration received or to be received by the issuer in respect of the original allotment of the securities.
(1) Where the issuer is a body corporate,—
(a) The statute or other authority by or under which the issuer was incorporated; and
(b) The date of incorporation; and
(c) The date of registration in New Zealand (if that date is different from the date of incorporation); and
(d) The registered number (if any); and
(e) The place (if any) in New Zealand where a public file relating to the incorporation or registration of the issuer is kept.
(2) In the case of an issuer that is a company, whether the company has been registered under the Companies Act 1993, and, if so, the date of reregistration.
(3) Subclause (2) of this clause shall cease to apply on and after the 1st day of July 1997.
Schedule 1, clause 3(2) and 3(3) were inserted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
In respect of each subsidiary the amount of whose total tangible assets exceeds 5 percent of the amount of the total tangible assets of the issuing group,—
(a) The name thereof; and
(b) The proportion of its issued capital held by members of the issuing group.
(1) The name, address, and technical or professional qualifications (if any) of every director of the issuer.
(2) In respect of every director of the issuer who is an employee of the issuer, or of any subsidiary thereof, the position held by him.
(3) If any director has been adjudged bankrupt during the 5 years preceding the specified date, a statement to that effect including the name, and any alternative or former name or names, of the director concerned.
(4) The names of the issuer's secretary (if any), auditors, and securities registrar, and of any bankers, sharebrokers, or solicitors, who have been involved in the preparation of the registered prospectus.
(5) The names, addresses, and qualifications of any experts named in the registered prospectus.
(6) If the offer of securities is underwritten, the name and address of the underwriter.
Schedule 1, clause 5(1) was amended, as from 1 October 1997, by regulation 17 Securities Amendment Regulations 1997 (SR 1997/151) by omitting the word “residential”
.
Schedule 1, clause 5(4) was amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by inserting the words “(if any)”
.
Any modifications, exceptions, or limitations on the powers of the board of any issuer that is a company imposed,—
(a) In the case of a company registered under the Companies Act 1955, by that Act or the memorandum or articles of association of the company; or
(b) In the case of a company registered under the Companies Act 1993, by that Act or the constitution of the company—
and in force at the specified date.
Schedule 1, clause 5A was inserted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
(1) The names of the persons who are the registered holders of the 10 largest holdings of equity securities of the issuer at a date not earlier than 30 days before the specified date, and the amounts of their respective holdings.
(2) A statement as to whether or not the persons specified in accordance with subclause (1) of this clause undertake any liability in respect of the securities being offered.
(1) A brief description of the activities of the members of the issuing group during the 5 years preceding the specified date.
(2) A brief description of the nature and use of the principal fixed assets held by members of the issuing group and a statement whether the assets are owned or held under lease.
(1) A financial statement in summary form (and, where practicable, in tabular form) in respect of the group.
(2) The amounts in the financial statement required by subclause (1) of this clause shall be amounts that appear in consolidated financial statements of the group giving a true and fair view of the results and state of affairs of the group for the period concerned, or, where no such statements have been prepared, amounts that would have appeared in such statements if they had been prepared.
(3) The amounts that appear in the financial statement required by subclause (1) of this clause shall include—
(a) In respect of each of the 5 consecutive accounting periods preceding the date of the statement of financial position set out in the registered prospectus, and (where there is also set out in the registered prospectus an interim statement of financial position by virtue of clause 23(2) of this Schedule) for the period from the end of the last accounting period to the date of the interim statement of financial position, amounts showing—
(i) Total operating revenues:
(ii) Total interest expense:
(iii) Revoked
(iv) The net surplus or deficit before taking account of taxation and extraordinary items:
(v) The total provided for, or credited by way of, taxation:
(vi) The net surplus or deficit before taking account of extraordinary items:
(vii) The total of any extraordinary items (net of taxation) that derive from events outside the ordinary activities of the group's business:
(viii) The net surplus or deficit after taking account of extraordinary items:
(ix) If the equity method of accounting has been used, surpluses or deficits that have resulted from using that method:
(xi) Such part of the total required by subparagraph (x) of this paragraph as is attributable to persons who are not members of the group and who hold equity securities issued by subsidiaries of the issuer:
(xii) The amount paid or provided for dividends in respect of each class of equity securities of the issuer, including for each class the rate of dividend expressed in cents per share:
(xiii) Surplus or deficit retained in the group.
(b) As at the end of each accounting period and other period specified in paragraph (a) of this subclause, amounts showing—
(i) Total assets:
(ii) Total tangible assets:
(iii) Total liabilities:
(iv) Total equity:
(v) The net tangible asset backing per unit of any allotted securities that are of the same class as the securities being offered.
(4) A statement as to whether or not the amounts stated pursuant to subclauses (2) and (3) of this clause have been taken from audited financial statements.
(4A) If the amounts stated in the financial statement required by subclause (1) have been taken from audited financial statements but the auditor's report was qualified, a statement to this effect explaining what the qualification was.
(5) The financial statement required by subclause (1) of this clause shall also show the net tangible asset backing per unit of the securities being offered at the date of the latest statement of financial position contained or referred to in the registered prospectus calculated in accordance with each of the following assumptions:
(a) All the securities had been allotted, and the subscriptions received, before that date:
(b) All the securities had been allotted, and the subscriptions received, before that date and all outstanding securities that are convertible into securities of the class being offered had been converted before that date (where there are variable rates of conversion having effect at different times, at the next available rate of conversion).
(6) In respect of the amounts stated pursuant to subclauses (2) and (3) of this clause,—
(a) A description of the nature of any extraordinary items;
(ab) A description of the nature of any item that is of such incidence and size, or of such nature, that its disclosure is necessary to explain the performance of the group:
(b) A description (and, where practicable, quantification) of the effect on those amounts of any material changes in the activities of the group, and of any material changes in the accounting policies used, that occurred during the periods to which the amounts relate.
(7) Nothing in this clause limits the information that may be included in the financial statement required by subclause (1) of this clause or in the notes to that financial statement.
Schedule 1, clause 8(3)(a) was amended, as from 1 October 1997, by regulation 18(1) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 1, clause 8(3)(a)(i) was substituted, as from 1 October 1997, by regulation 18(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 8(3)(a)(iii) was revoked, as from 1 October 1997, by regulation 18(3) Securities Amendment Regulations 1997 (SR 1997/151).
Schedule 1, clause 8(3)(iv), (vi) and (vii) were amended, as from 1 October 1997, by regulation 18(3) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “surpluses or deficit”
for the word “profit or loss”
.
Schedule 1, clause 8(3)(a)(ix) was amended, as from 1 October 1997, by regulation 18(3)(c) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “surpluses or deficits”
for the words “profits or losses”
.
Schedule 1, clause 8(3)(a)(xiii) was substituted, as from 1 October 1997, by regulation 18(4) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 8(3)(b)(iv), was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 1, clause 8(3)(b)(iv) was further substituted, as from 1 October 1997, by regulation 18(5) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 8(4A) was inserted, as from 1 October 1997, by regulation 18(6) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 8(5) was amended, as from 1 October 1997, by regulation 18(7) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position contained or referred to”
for the words “balance sheet set out”
.
Schedule 1, clause 8(6)(a) was amended, as from 1 October 1997, by regulation 18(8) Securities Amendment Regulations 1997 (SR 1997/151) by omitting the words “abnormal items or”
.
Schedule 1, clause 8(6)(ab) was inserted, as from 1 October 1997, by regulation 18(9) Securities Amendment Regulations 1997 (SR 1997/151)
(1) A statement as to the trading prospects of the issuing group, together with any material information that may be relevant thereto.
(2) The statement required by subclause (1) of this clause shall include a description of all special trade factors and risks that—
(a) Are not mentioned elsewhere in the registered prospectus; and
(b) Are not likely to be known or anticipated by the general public; and
(c) Could materially affect the prospects of the issuing group.
(3) Where the purpose of the offer of securities is expressed to be to provide finance for a particular capital project,—
(a) A brief description of the project; and
(b) An indication of the expected financial benefits of the project.
(1) In the case of the first offer to the public of equity securities of the issuer,—
(a) A brief description of the plans that the directors of the issuer, and the directors of any other member of the issuing group, have in respect of the issuing group during the year commencing on the specified date, including the sources of finance that will be required for the plans; and
(b) A statement as to whether or not the proceeds of the offer of securities may, notwithstanding the stated directors' plans, be applied towards any undertaking that the issuer may lawfully engage in (including, in the case of an issuer that is a company, any one or more of the objects specified in the company's memorandum of association or constitution, as the case may be,); and
(c) A prospective statement of cash flows of the issuing group which the directors of the issuer expect to occur in the year commencing on the specified date.
(2) The prospective statement of cash flows required by subclause (1)(c) of this clause—
(a) Shall show the likely receipt and proposed use of the proceeds of the offer of securities; and
(b) Shall state the principal assumptions on which it is based.
(3) Nothing in subclause (2) of this clause limits the information to be included in the prospective statement of cash flows required by subclause (1)(c) of this clause.
(4) For the purposes of section 37(2) of the Act, the minimum amount that, in the opinion of the directors, must be raised by the issue of the securities in order to provide the sums (or, if any part thereof is to be defrayed in any other manner, the balance of the sums) required to be provided in respect of each of the following matters:
(a) The purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the offer:
(b) Any preliminary expenses payable by the issuer, and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any of the securities:
(c) Working capital:
(d) The repayment of any money borrowed by the issuer in respect of any of the foregoing matters.
Schedule 1, clause 10(1)(b) was amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by inserting the words “or constitution, as the case may be,”
.
Schedule 1, clause 10(1)(c) was amended, as from 1 October 1997, by regulation 19(1) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “prospective statement of cash flows”
for the words “forecast statement of changes in the financial position”
.
Schedule 1, clause 10(2) and (3) were amended, as from 1 October 1997, by regulation 19(2) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “prospective statement of cash flows”
for the words “forecast statement”
.
(1) Notwithstanding any other provision of this clause, this clause shall not apply in respect of a business, subsidiary, or body corporate if—
(a) The registered prospectus contains a statement of financial position in accordance with clause 23(1) of this Schedule; and
(b) The consideration paid or payable, or proposed to be paid, for the acquisition of the business, subsidiary, or body corporate is not more than one-fifth of the amount of the total tangible assets shown in that statement of financial position.
(2) If a member of the issuing group acquired a business, or a member of the issuing group became a subsidiary of the issuer, at any time in the 2 years preceding the specified date, the following information:
(a) The name of the member:
(b) A brief description of the activities of that business, or of the business carried on by that subsidiary, in the course of the period that began 5 years before the specified date and ended on the date on which the business was acquired, or the member became a subsidiary, as the case may be:
(3) If—
(a) A member of the issuing group acquired a business, or became a subsidiary of the issuer, at any time in the period between the date of the latest statement of financial position contained or referred to in the registered prospectus and the specified date; or
(b) The registered prospectus contains a statement to the effect that a member of the issuing group intends to acquire a business, or equity securities that will result in a body corporate becoming a subsidiary of the issuer—
the following information:
(c) The name of the member of the issuing group:
(d) The amount of the consideration paid or payable, or proposed to be paid, by the member of the issuing group for the business, subsidiary, or body corporate:
(e) A brief description of that business, or of the business carried on by that subsidiary or body corporate, in the course of the 5 years before the specified date:
(f) In respect of that business, subsidiary, or body corporate the matters specified in clause 8 (other than subclauses (3)(b)(v) and (5)) of this Schedule in respect of the 5 accounting periods preceding the specified date and the matters specified in clauses 23 to 38 of this Schedule:
(g) Where, by virtue of clause 22 of this Schedule, the registered prospectus does not include a statement of financial position of the group, the net tangible asset backing per unit of the securities being offered as at the date of the statement of financial position included in the registered prospectus pursuant to paragraph (f) of this subclause calculated in accordance with the assumption that the business, subsidiary, or body corporate had been acquired, and all the securities offered had been allotted and the subscriptions received, before that date.
Schedule 1, clause 11(1)(a) and (b) were amended, as from 1 October 1997, by regulation 20(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 1, clause 11(3)(a) was amended, as from 1 October 1997, by regulation 20(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position contained or referred to”
for the words “balance sheet set out”
.
Schedule 1, clause 11(3)(g) was amended, as from 1 October 1997, by regulation 20(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
In respect of all equity and participatory securities that, within the 5 years preceding the specified date, have been allotted by a member of the issuing group to a person who is not a member of the issuing group, or that have been subscribed for and are to be so allotted, as fully or partly paid up otherwise than in cash, the following particulars:
(a) A description (sufficient to identify it) of each class of security:
(b) In respect of each class of security, the extent to which the securities are paid up otherwise than in cash:
(c) In respect of each class of security, a description of the consideration for which the securities have been allotted or are to be allotted.
Where an option to subscribe for securities of any member of the issuing group is granted to, or is proposed to be granted to, any person by or on behalf of that member of the issuing group, the following information:
(a) In respect of each class of the securities that are under option:
(i) A description thereof:
(ii) The total number of securities:
(iii) The subscription price of each security:
(iv) The consideration (if any) given or to be given for each option and the expiry date thereof:
(b) The total number of each class of securities under option to, or for the benefit of, each of the following classes of persons:
(i) The principal officers of the issuer or of any subsidiary of the issuer:
(ii) The employees of the issuer or of any subsidiary of the issuer:
Provided that this paragraph shall not apply where the option is granted or is proposed to be granted on the same terms and on a pro rata basis to all holders of securities of the same class as those to which the option relates.
(1) In respect of any director of the issuer who is appointed,—
(a) In the case of a company within the meaning of the Companies Act 1955, in a manner that is materially different from that specified in regulations 75 and 89 to 97 of Table A in Schedule 3 to that Act; or
(b) In the case of a company within the meaning of the Companies Act 1993, in a manner specified in the constitution of the company that is materially different from that specified in sections 153 and 155 of that Act,—
the manner of his or her appointment.
(2) A summary of any rules of the issuer relating to the retirement age of directors.
(3) Where any person (other than the members of the issuer in general meeting or directors of the issuer acting as a board to fill a casual vacancy), has the right to appoint a director or directors of the issuer,—
(a) The name of that person; and
(b) The name of each director who has been appointed by that person; and
(c) A statement whether or not that person has the right to vote in the election of other directors of the issuer.
Schedule 1, clause 14(1) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
(1) Where—
(a) A director of the issuer is entitled to remuneration from the issuer or any of its subsidiaries other than by way of directors' fees; and
(b) The remuneration is payable under a contract of service (other than a contract terminable, without payment of compensation, by the issuer or subsidiary on notice of 2 years or less),—
the amount of the remuneration and all other principal terms of the contract.
(2) Where (in any case other than a case in which subclause (1) of this clause applies) a director is entitled to remuneration from the issuer or any of its subsidiaries other than by way of directors' fees, particulars of the nature of the relationship between the director and the issuer and the services rendered by the director to the issuer.
(3) Where any provisions—
(a) In the rules of the issuer or any of its subsidiaries; or
(b) In any contract or deed entered into by the issuer or any of its subsidiaries,—
relate to retirement benefits of directors or compensation payable to directors for loss of office, a summary of those provisions:
Provided that this subclause shall not apply if those provisions relate only to superannuation benefits that are payable to directors who are full-time employees of the issuer or subsidiary under a scheme open to other full-time employees of the issuer or subsidiary.
(4) Where any material transaction has been entered into at any time in the 5 years preceding the specified date, or is to be entered into on or after the specified date,—
(a) Between the issuer or any of its subsidiaries and any director or proposed director of the issuer or of any body corporate related to the issuer; or
(b) Between the issuer or any of its subsidiaries and any immediate relative of any director or proposed director of the issuer or of any body corporate related to the issuer; or
(c) Between the issuer or any of its subsidiaries and any company more than half of whose share capital was or will be held directly or indirectly, at the date of the transaction, by—
(i) Any director or proposed director of the issuer or of any body corporate related to the issuer; or
(ii) Any immediate relative of any director or proposed director of the issuer or of any body corporate related to the issuer,—
the following information:
(d) A description of the property acquired, or to be acquired, under the transaction; and
(e) The cost of the property acquired, or to be acquired, under the transaction to the person by whom it has been or is to be acquired; and
(f) A brief description of the other terms of the acquisition of the property; and
(g) The cost of the property to the person disposing of the property under the transaction; and
(h) The date on which the person disposing of the property under the transaction acquired the property.
(5) Where the rules of an issuer that is a company within the meaning of the Companies Act 1955 relating to the rights and obligations of, and the restrictions on, interested directors are materially different from those specified in regulation 84 of Table A in Schedule 3 to that Act, a summary of those rules.
Schedule 1, clause 15(5) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
(1) The full name of every promoter of the securities being offered.
(2) Where any material transaction has been entered into at any time in the 5 years preceding the specified date, or is to be entered into on or after the specified date,—
(a) Between the issuer or any of its subsidiaries and any promoter of the issuer, or of any subsidiary of the issuer; or
(b) Between the issuer or any of its subsidiaries and (where a promoter of the issuer is a body)—
(i) Any body corporate related to that promoter; or
(ii) Any director or proposed director of that promoter or of any body corporate related to that promoter; or
(c) Between the issuer or any of its subsidiaries and any immediate relative of—
(i) Any promoter of the issuer or of any subsidiary of the issuer; or
(ii) Where a promoter of the issuer is a body whether corporate or unincorporate, any director or proposed director of that promoter or of any body corporate related to that promoter; or
(d) Between the issuer or any of its subsidiaries and any company more than half of whose share capital was or will be held directly or indirectly, at the date of the transaction, by—
(i) Any promoter of the issuer or of any subsidiary of the issuer; or
(ii) Where a promoter of the issuer is a body whether corporate or unincorporate, any director or proposed director of that promoter or of any body corporate related to that promoter—
the following information:
(e) A description of the property acquired, or to be acquired, under the transaction; and
(f) The cost of the property acquired, or to be acquired, under the transaction to the person by whom it has been or is to be acquired; and
(g) A brief description of the other terms of the acquisition of the property; and
(h) The cost of the property to the person disposing of the property under the transaction; and
(i) The date on which the person disposing of the property under the transaction acquired the property.
In relation to every material contract entered into by any member of the issuing group at any time in the 2 years preceding the specified date (not being a contract entered into in the ordinary course of business of that member),—
(a) Its date; and
(b) The names of the parties to it; and
(c) Its general nature.
A brief description of any legal proceedings or arbitrations that are pending at the specified date and that may have a material adverse effect on the issuing group.
(1) Particulars of any issue expenses, including—
(a) Their amount or estimated amount; and
(b) In respect of any commission payable,—
(i) The rate of commission; and
(ii) The persons or classes of persons to whom the commission is payable.
(2) Where the date on which the issuer became entitled to commence business is less than 2 years before the specified date, particulars of any preliminary expenses of the issuer, including their amount or estimated amount.
(1) Particulars of any restrictions on the ability of any member of the issuing group to make a distribution, being restrictions that result from any undertaking given, or contract or deed entered into, by the issuer or any of its subsidiaries.
(2) Brief particulars of any restrictions on the ability of any member of the issuing group to borrow, being restrictions that result from any undertaking given, or contract or deed entered into, by the issuer or any of its subsidiaries.
Schedule 1, clause 20(1) was amended, as from 1 October 1997, by regulation 21 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “make a distribution”
for the words “distribute profits”
.
All terms of the offer, and all terms of the securities being offered, not elsewhere set out in the registered prospectus, other than those—
(a) Implied by law; or
(b) Set out in a document that—
(i) Is registered with a public official; and
(ii) Is available for public inspection; and
(iii) Is referred to in the registered prospectus.
(1) Clauses 23 to 38 of this Schedule shall apply only if, before the specified date, a member of the group has commenced business and—
(a) Has acquired an asset; or
(b) Has incurred a debt.
(2) Clauses 23(1), 34(1), and 36(a) do not apply if—
(a) The latest financial statements for the issuer that have been registered under the Financial Reporting Act 1993 contain or are accompanied by financial statements for the issuing group containing the information required to be contained in the registered prospectus by clauses 23 to 38; and
(b) The registered prospectus refers to those financial statements of the issuing group and states the most recent accounting period covered by those statements.
Schedule 1, clause 22(2) was inserted, as from 1 October 1997, by regulation 22 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
(1) An audited consolidated statement of financial position of the group giving a true and fair view of the state of affairs of the group—
(a) As at the end of the most recently completed accounting period of the group; or
(b) Where there is no such accounting period, as at any stated date that is not more than 4 months before the specified date.
(2) If the directors of the offeror consider it necessary or desirable (after having regard to section 37A(1)(c) of the Act), an additional consolidated interim statement of financial position of the group (which statement of financial position need not be audited) giving a true and fair view of the state of affairs of the group as at any stated date that is not more than 9 months after the date of the statement of financial position contained in the registered prospectus pursuant to subclause (1) of this clause.
(3) Nothing in clauses 24 to 33 of this Schedule limits the matters that may be included—
(a) In any statement of financial position required by this clause; or
(b) In notes to any such statement of financial position which are set out in the registered prospectus.
Schedule 1, clause 23 was amended, as from 1 October 1997, by regulation 23 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
, and by substituting in subclause (2) the expression “section 37A(1)(c)”
for the expression “section 37A(1)(e)”
.
Each statement of financial position required by clause 23 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state the following matters:
(a) The total equity:
(b) In respect of each class of equity security,—
(i) A brief description thereof sufficient to identify it, together with a statement of any voting rights, pre-determined dividend rate, maturity date, and conversion rights relating thereto:
(ii) The number of securities allotted and still outstanding, and the amounts credited as paid up in respect thereof; and details of any changes therein since the commencement of the most recently completed accounting period of the group (other than such details as are set out elsewhere in the registered prospectus):
(iii) In the case of a company registered under the Companies Act 1955, the total nominal value of the securities of that class that have not been allotted:
(iv) If there are any restrictions upon allotment of the securities, particulars of those restrictions:
(c) A description of movements in equity since the commencement of the most recently completed accounting period of the group showing separately—
(i) Changes arising from any revaluation of assets:
(ii) Contributions from shareholders:
(iii) Other material changes.
(d) [Revoked]
(e) The amount of any cumulative dividends in arrears.
Clause 24 was amended, as from 1 October 1997, by regulation 24 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Paragraph (a) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Paragraph (a) was amended, as from 1 October 1997, by regulation 24 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the word “equity”
for the words “shareholders' funds”
.
Paragraph (b)(iii) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Paragraph (b)(iv) was inserted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Paragraph (c) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Paragraph (c) was amended, as from 1 October 1997, by regulation 24 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the word “equity”
for the words “shareholders' funds”
.
Paragraph (d) was revoked, as from 1 April 2005, by section YA 2 Income Tax Act 2004 (2004 No 35).
Each statement of financial position required by clause 23, or notes to that statement of financial position, which are set out in the registered prospectus, must state, as a separate component of the aggregate amount of equity required to be stated by clause 24, the amount of equity attributable to equity securities that—
(a) Have been issued by subsidiaries of the issuer; and
(b) Are not held by members of the group.
Schedule 1, clause 25 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 1, clause 25 was further substituted, as from 1 October 1997, by regulation 25 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Each statement of financial position required by clause 23 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state the amount of any provision for deferred taxation.
Schedule 1, clause 26 was amended, as from 1 October 1997, by regulation 26 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Each statement of financial position required by clause 23 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state the following matters:
(a) The aggregate amount of non-current liabilities:
(b) The amounts of non-current liabilities owing to each of the following classes of persons (where material):
(i) Associated bodies corporate:
(ii) Related bodies corporate:
(iii) Directors of the issuer:
(c) An analysis of the non-current liabilities by maturity, showing in respect of each financial year in which non-current liabilities are repayable, the amounts repayable in that year together with a summary of the interest rates on those amounts (where practicable, in the form of a weighted average interest rate) for that year:
(d) The amount of the non-current liabilities that are secured and a brief description of the nature of the security.
Schedule 1, clause 27 was amended, as from 1 October 1997, by regulation 27(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 1, clause 27 was further amended, as from 1 October 1997, by regulation 27(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “non-current liabilities”
for the words “term liabilities”
.
Each statement of financial position required by clause 23 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state the following matters:
(a) The aggregate amount of current liabilities; and
(b) In addition (as separate items), such of the following amounts included within that aggregate amount as are material:
(i) The total of trade creditors:
(ii) The total of bank loans and overdraft:
(iii) The total of provisions for taxation:
(iv) The total of provisions for dividends:
(v) The amount of each other category of current liability (and a description thereof):
(c) The amounts of current liabilities owing to each of the classes of persons specified in clause 27(b) of this Schedule (where material):
(d) The amount of the current liabilities that are secured, and a brief description of the nature of the security.
Schedule 1, clause 28 was amended, as from 1 October 1997, by regulation 28 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 1, clause 28(b)(i) was substituted, as from 1 October 1997, by regulation 28 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Each statement of financial position required by clause 23 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state the following matters:
(a) Particulars (including the estimated amount thereof and the period of commitment) of any material commitments for capital expenditure (other than those included as liabilities in the statement of financial position):
(b) Particulars (including the estimated amount thereof and the period of commitment) of any material commitments in respect of leases and hire purchase agreements (other than those included as liabilities in the statement of financial position):
(c) A brief description of any material contingent liabilities, and the estimated amount thereof.
Schedule 1, clause 29 was amended, as from 1 October 1997, by regulation 27(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Each statement of financial position required by clause 23 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state the following matters:
(a) The aggregate amount of fixed assets:
(b) A classification of the fixed assets into the following categories and, in respect of each category, the basis or bases of valuation, the name and qualification of the valuer and date of valuation, if any, the aggregate amount on each basis, and accumulated depreciation shown as a deduction from each aggregate amount:
(i) Land:
(ii) Buildings:
(iii) Machinery and equipment:
(iv) Other fixed assets:
(c) A brief description of the assets to which paragraph (b)(iv) of this clause relates:
(d) The aggregate of the latest Government valuations of land and buildings; and the cost of any additions to land and buildings subsequent to the relevant valuation.
Schedule 1, clause 30 was amended, as from 1 October 1997, by regulation 30(1) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 1, clause 30(b) was amended, as from 1 October 1997, by regulation 30(2) Securities Amendment Regulations 1997 (SR 1997/151) by inserting the words “the name and qualification of the valuer and date of valuation, if any,”
.
Schedule 1, clause 30(b)(i) and (ii) were substituted, as from 1 October 1997, by regulation 30(3) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Each statement of financial position required by clause 23 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state—
(a) The aggregate amount of investments; and
(b) In addition (as separate items), the following amounts included within that aggregate amount in respect of:
(i) The total of investments in associated bodies corporate at cost (less amounts written off) or market value (if ascertainable), whichever is the lesser; and, if the equity method of accounting has been adopted, shown separately, the amounts attributed to the total of investments in associated bodies corporate through the use of that method of accounting:
(ii) The total of investments in related bodies corporate at cost (less amounts written off) or market value (if ascertainable), whichever is the lesser:
(iii) Where material, the total of securities issued by the Crown or a local authority; and, where this amount is not market value, the total market value:
(iv) Where material, the total of investments in other bodies corporate that are parties to listing agreements with a registered exchange and, where this amount is not market value, the total market value.
Schedule 1, clause 31 was amended, as from 1 October 1997, by regulation 31 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 1, clause 31(b)(iv) was amended, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44), by substituting the words “that are parties to listing agreements with a registered exchange”
for the words “listed on a trading exchange”
.
Each statement of financial position required by clause 23 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state—
(a) The aggregate amount of current assets; and
(b) In addition (as separate items), such of the amounts included within that aggregate amount as are material and are in respect of:
(i) The aggregate amount of cash, bank balances, and deposits with money market dealers:
(ii) The amount of securities held, and, where this amount is not market value, the total market value:
(iii) The amount of trade receivables (showing as separate deductions from those receivables any provisions for interest not yet earned and doubtful debts):
(iv) Total inventories (showing separately, where appropriate, the amounts for raw materials, work in progress, and finished goods and the basis of valuation):
(v) Each other category of current asset (and a description thereof):
Schedule 1, clause 32 was amended, as from 1 October 1997, by regulation 32(1) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Schedule 1, clause 32(b)(iii) was substituted, as from 1 October 1997, by regulation 32(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 32(c) was amended, as from 1 October 1997, by regulation 32(1) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “trade receivables”
for the words “accounts receivable”
.
Each statement of financial position required by clause 23 of this Schedule, or notes to that statement of financial position which are set out in the registered prospectus, shall state:
(a) The aggregate amount of intangible assets; and
(b) In addition (as separate items), such of the amounts included within that aggregate amount as are material and are in respect of:
(i) Total goodwill:
(ii) The total of patents and trade marks; and
(c) The aggregate of all assets not specified in any provision of clauses 30 to 32 of this Schedule or of paragraph (a) or paragraph (b) of this clause; and
(d) In addition (as separate items), the nature and amount of each material asset included in the aggregate stated pursuant to paragraph (c) of this clause.
Schedule 1, clause 33 was amended, as from 1 October 1997, by regulation 33 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
(1) An audited consolidated statement of financial performance of the group giving a true and fair view of the results of the group—
(a) For the most recently completed accounting period thereof; or
(b) Where there is no such accounting period, for the period from the date of commencement of business by the issuer to the date of the statement of financial position set out in the registered prospectus pursuant to clause 23(1)(b) of this Schedule.
(2) Where an interim statement of financial position is set out in the registered prospectus pursuant to clause 23(2) of this Schedule, a consolidated statement of financial performance (which statement need not be audited) of the group giving a true and fair view of the results of the group for the period from the date of the statement of financial position set out in the registered prospectus pursuant to clause 23(1) of this Schedule to the date of the interim statement of financial position.
(3) Nothing in clause 35 of this Schedule limits the information that may be included—
(a) In any statement of financial performance required by this clause; or
(b) In notes to any such statement of financial performance which are set out in the registered prospectus.
Schedule 1, clause 34 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 1, clause 34 was amended, as from 1 October 1997, by regulation 34(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial performance”
for the words “profit and loss statement”
.
Schedule 1, clause 34(1)(b) and (2) were amended, as from 1 October 1997, by regulation 34(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Each statement of financial performance required by clause 34 of this Schedule, or notes to that statement of financial performance which are set out in the registered prospectus, shall state the following matters:
(a) Total operating revenues (and the basis of calculation of total operating revenues):
(b) The amount of investment revenue from:
(i) Associated bodies corporate (other than surpluses or deficits that result from using the equity method of accounting):
(ii) All other sources:
(c) The amount of audit fees and expenses:
(d) The amount of directors' fees:
(e) The amount of provisions made for depreciation and obsolescence:
(f) The total interest expense:
(g) Where material, total leasing and renting expense:
(h) A description of the nature of any item that is of such incidence and size, or of such nature, that its disclosure is necessary to explain the performance of the group:
(i) Where material, the amount of any foreign exchange gains or losses recognised in the statement of financial performance distinguishing between realised and unrealised gains or losses:
(j) The net surplus or deficit before taxation:
(k) The amount provided for, or credited by way of, taxation; and a brief explanation of any difference between this amount and the amount that would need to be provided for, or would be credited by way of, taxation if the whole of the surplus or deficit referred to in paragraph (j) of this clause were taxed at the standard rate applicable to companies:
(l) The net surplus or deficit after taking account of taxation and before taking account of the matters specified in paragraph (m) of this clause:
(m) The amount and a description of each category of extraordinary items (net of taxation) that derive from events outside the ordinary activities of the group's business:
(n) The net surplus or deficit after taking account of taxation and of the matters specified in paragraph (m) of this clause:
(o) If the equity method of accounting has been used, surpluses or deficits that have resulted from using that method:
(q) Such part of the total required by paragraph (p) of this clause as is attributable to persons who are not members of the group and who hold equity securities issued by subsidiaries of the issuer.
Schedule 1, clause 35 was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 1, clause 35 was amended, as from 1 October 1997, by regulation 35(1) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial performance”
for the words “profit and loss statement”
.
Schedule 1, clause 35(a) was substituted, as from 1 October 1997, by regulation 35(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 35(b) was substituted, as from 1 October 1997, by regulation 35(3) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 35(h) was substituted, as from 1 October 1997, by regulation 35(4) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 35(j), (k), (l), and (n) were amended, as from 1 October 1997, by regulation 35(5)(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “surplus or deficit”
for the words “profit or loss”
.
Schedule 1, clause 35(o) was amended, as from 1 October 1997, by regulation 35(5)(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “surpluses or deficits”
for the words “profits or losses”
.
A consolidated statement of cash flows for the group giving a true and fair view of those cash flows—
(a) For the period to which the statement of financial performance set out in the registered prospectus pursuant to clause 34(1) of this Schedule relates, which statement shall be audited; and
(b) For the period to which any statement of financial performance set out in the registered prospectus pursuant to clause 34(2) of this Schedule relates, which statement need not be audited.
Schedule 1, clause 36 was substituted by regulation 2(1) Securities Regulations 1983, Amendment No 1 (SR 1988/95). See regulation 5(1) of those Regulations for the transitional provisions.
Paragraphs (a) and (b) were amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by substituting the word “statement”
for the word “account”
.
Schedule 1, clause 36 was amended, as from 1 October 1997, by regulation 36 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial performance”
for the words “profit and loss statement”
.
The financial statements specified in clauses 23 to 36 of this Schedule shall include—
(a) In the case of a statement of financial performance relating to the most recently completed accounting period of the group, comparative figures for the preceding accounting period:
(b) In the case of a statement of financial position as at the end of the most recently completed accounting period of the group, comparative figures as at the end of the preceding accounting period:
(c) A statement of all material accounting policies (stating the basis of accounting used) and of any changes therein:
(d) Where amounts of monetary assets or liabilities have been converted to New Zealand currency for inclusion in a statement of financial position, in respect of each material amount—
(i) A description of the amount:
(ii) A statement as to the currency from which it was converted, and the exchange rate used to convert the amount; and the rate (if known) at which the amount will be settled.
Schedule 1, paragraph 37(a) was amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by substituting the word “statement”
for the word “account”
.
Schedule 1, clause 37(a) was amended, as from 1 October 1997, by regulation 37(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial performance”
for the words “profit and loss statement”
.
Schedule 1, clause 37(b) and (d) were amended, as from 1 October 1997, by regulation 37(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
Where the latest statement of financial position contained or referred to in the registered prospectus shows monetary assets exceeding two-thirds of total tangible assets, the following additional matters:
(a) A statement showing separately but on a matching basis the amounts of monetary assets receivable, and the amounts of liabilities payable,—
(i) At call or not later than 6 months after the date of that statement of financial position:
(ii) Later than 6 months, but not later than 12 months, after that date:
(iii) Later than 12 months, but not later than 24 months, after that date:
(iv) Later than 24 months, but not later than 60 months, after that date:
(v) Later than 60 months after that date:
(b) In respect of such of those monetary assets as are amounts receivable—
(i) The proportion thereof with repayments in arrears in excess of 3 months:
(ii) The proportion thereof owed, in aggregate, by the debtors who owe the 6 largest amounts:
(c) Where unused credit facilities are available to the group and are referred to in the registered prospectus, a statement of any conditions affecting the use of the facilities.
Schedule 1, clause 38 was amended, as from 1 October 1997, by regulation 38(a) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position contained or referred to”
for the words “balance sheet set out”
.
Schedule 1, clause 38(a)(i) were amended, as from 1 October 1997, by regulation 38(b) Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position”
for the words “balance sheet”
.
The times and places in New Zealand where the following documents or copies of the following documents (and, if they are wholly or partly in a foreign language, a correct translation of the documents in English) may, on payment of any fee, be inspected by a person who so requests:
(a) The memorandum and articles of association or constitution, as the case may be, or other documents or instruments constituting or defining the constitution of the issuer:
(b) Any material contract disclosed pursuant to clause 17 of this Schedule:
(c) Where the issuer was incorporated outside New Zealand, the statute or other authority by or under which the issuer was incorporated.
Schedule 1, clause 39 (that part before paragraph (a)) was substituted, as from 1 October 1997, by regulation 39 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 39(a) was amended, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16) by inserting the words “or constitution, as the case may be,”
.
Particulars of any material matters relating to the offer of securities (other than matters elsewhere set out in the registered prospectus or in the financial statements referred to in the registered prospectus pursuant to clause 22(2), and contracts entered into in the ordinary course of business of a member of the issuing group).
Schedule 1, clause 40 was amended, as from 1 October 1997, by regulation 40 Securities Amendment Regulations 1997 (SR 1997/151) by inserting the words “or in the financial statements referred to in the registered prospectus pursuant to clause 22(2),”
.
A statement by the directors of the issuer as to whether, after due enquiry by them in relation to the period between the date of the latest statement of financial position contained or referred to in the registered prospectus and the specified date there have, in their opinion, arisen any circumstances that materially adversely affect—
(a) The trading or profitability of the issuing group; or
(b) The value of its assets; or
(c) The ability of the issuing group to pay its liabilities due within the next 12 months.
Schedule 1, clause 41 was amended, as from 1 October 1997, by regulation 41 Securities Amendment Regulations 1997 (SR 1997/151) by substituting the words “statement of financial position contained or referred to”
for the words “balance sheet set out”
.
(1) A copy of a report by a qualified auditor, signed by him or her (either in his or her own name or that of his or her firm), stating—
(a) The work done by the auditor; and
(b) The scope and limitations of the audit; and
(c) The existence of any relationship (other than that of auditor) which the auditor has with, or any interests which the auditor has in, the issuer or any of its subsidiaries; and
(d) Whether the auditor has obtained all information and explanations that he or she has required; and
(e) Whether, in the auditor's opinion, as far as appears from an examination of them, proper accounting records have been kept by the group; and
(f) Whether or not, in the auditor's opinion, the financial statements and any group financial statements that are required by clauses 23 to 38 of this Schedule and that are required to be audited—
(i) Comply with these regulations; and
(ii) Subject to these regulations, comply with generally accepted accounting practice; and
(iii) Give a true and fair view of the state of affairs of the group as at the date thereof 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 Financial Reporting Act 1993 (if any)—
and, if they do not, the respects in which they do not; and
(2) If the registered prospectus contains prospective financial information, the auditor's report must contain a statement in the following form:
“In our opinion, the prospective financial information, so far as the accounting policies and calculations are concerned, has been properly compiled on the footing of the assumptions made or adopted by the issuer set out at pp.... of this prospectus and is presented on a basis consistent with the accounting policies normally adopted by the company (group).”
(3) If financial statements are referred to in the registered prospectus pursuant to clause 22(2), a report under this clause is not required to contain information of the kinds referred to in paragraphs (a) to (f) of subclause (1) to the extent that that information is contained in a report by a qualified auditor that is registered under the Financial Reporting Act 1993.
Schedule 1, clause 42(1) was substituted, as from 1 July 1994, by section 3 Company Law Reform (Transitional Provisions) Act 1994 (1994 No 16).
Schedule 1, clause 42(2) was substituted, as from 1 October 1997, by regulation 42(1) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Schedule 1, clause 42(3) was inserted, as from 1 October 1997, by regulation 42(2) Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.