New Zealand Legislation: Regulations
Regulations are laws made under Acts
Schedules 3A to 3D were inserted, as from 1 October 1997, by regulation 95 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
(1) A statement in the following form (to be set out at the front of the investment statement)*:
“IMPORTANT INFORMATION
“(The information in this section is required under the Securities Act 1978)
“Investment decisions are very important. They often have long-term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself.
“Choosing an investment
“When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below:
Page What sort of investment is this? Who is involved in providing it for me? How much do I pay? What are the charges? What returns will I get? What are my risks? Can the investment be altered? How do I cash in my investment? Who do I contact with enquiries about my investment? Is there anyone to whom I can complain if I have problems with the investment? What other information can I obtain about this investment?
“In addition to the information in this document, important information can be found in the current registered prospectus for the investment. You are entitled to a copy of that prospectus on request.
“Engaging an investment adviser
“An investment adviser must give you a written statement that contains information about the adviser and his or her ability to give advice. You are strongly encouraged to read that document and consider the information in it when deciding whether or not to engage an adviser.
“Tell the adviser what the purpose of your investment is. This is important because different investments are suitable for different purposes, and carry different levels of risk.
“The written statement should contain important information about the adviser, including—
“relevant experience and qualifications, and whether dispute resolution facilities are available to you; and
“what types of investments the adviser gives advice about; and
“whether the advice is limited to investments offered by 1 or more particular financial institutions; and
“information that may be relevant to the adviser's character, including certain criminal convictions, bankruptcy, any adverse findings by a court against the adviser in a professional capacity, and whether the adviser has been expelled from, or prohibited from joining, a professional body; and
“any relationships likely to give rise to a conflict of interest.
“The adviser must also tell you about fees and remuneration before giving you advice about an investment. The information about fees and remuneration must include—
“the nature and level of the fees you will be charged for receiving the advice; and
“whether the adviser will or may receive a commission or other benefit from advising you.
“An investment adviser commits an offence if he or she does not provide you with the information required.”
(2) If the investment statement relates to interests in an employer superannuation scheme (as defined in section 5C of the Act) for which no prospectus has been prepared, a statement in the following form must be included at the end of the statement required by subclause (1):
“WARNING—RESTRICTED DISCLOSURE
“The law requires that persons considering whether to join a superannuation scheme must be supplied on request with a prospectus about that scheme.
“However, employer superannuation schemes have been exempted from this requirement.
“You should be aware that in choosing to become a member of this superannuation scheme you may be doing so on the basis of more limited information than is generally available to investors making important decisions about investments. However, every prospective member of this scheme has a right, under the Superannuation Schemes Act 1989, to request to receive certain information about the scheme (including a copy of the trust deed).
“* If the investment statement—
“•Contains only the information required by the Act and these regulations; and
“•States the questions set out in italics in the statement in subclause (1); and
“•Sets out those questions in the same order as in that statement; and
“•Complies with regulation 7A(4),—
“the investment statement is not required to include either the questions in italics, or the words ‘When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below:’
, in the statement in subclause (1).
“If the investment statement relates to securities for which a prospectus is not required, the paragraph in the statement in subclause (1) referring to a prospectus must be omitted.
“If, as a result of the above, no information is required to be included in the investment statement under the heading ‘Choosing an investment’
, that heading must be omitted.”
Schedule 3D clause 1(1): amended, on 10 April 2008, by regulation 5 of the Securities Amendment Regulations 2008 (SR 2008/65).
Subclause (2) was amended, as from 15 April 2004, by section 25(2)(c) Securities Amendment Act 2004 (2004 No 31) by substituting the words “an employer superannuation scheme (as defined in section 5C of the Act)”
for the words “a small employer superannuation scheme (as defined in regulation 2C)”
.
Subclause (2) was amended, as from 15 April 2004, by section 25(2)(d) Securities Amendment Act 2004 (2004 No 31) by substituting the words “However, employer superannuation schemes have been exempted from this requirement.”
for the words “However, some small superannuation schemes have been exempted from this requirement on the condition that this exemption is drawn to the attention of prospective members.”
.
Subclause (2) was amended, as from 15 April 2004, by section 25(2)(e) Securities Amendment Act 2004 (2004 No 31) by inserting the words “However, every prospective member of this scheme has a right, under the Superannuation Schemes Act 1989, to request to receive certain information about the scheme (including a copy of the trust deed).”
after the words “important decisions about investments.”
A brief description of the securities being offered.
(1) If the securities being offered are equity securities or life insurance policies, the following information in respect of the securities:
(a) The name and address of the issuer:
(b) The names and addresses of any promoters.
(2) If the securities being offered are debt securities, the following information in respect of the securities:
(a) The name and address of the issuer:
(b) The names and addresses of any promoters:
(c) The name and address of any trustee.
(3) If the securities being offered are participatory securities, the following information in respect of the securities:
(a) The name of the participatory scheme:
(b) The name and address of the manager:
(c) The name and address of the statutory supervisor (if any):
(d) The names and addresses of any promoters.
(4) If the securities being offered are units in a unit trust, the following information in respect of the securities:
(a) The name of the unit trust:
(b) The name and address of the manager and the administration manager (if any):
(c) The name and address of the unit trustee:
(d) The names and addresses of any promoters.
(5) If the securities being offered are interests in a superannuation scheme, the following information in respect of the securities:
(a) The name of the scheme:
(b) The names and addresses of the superannuation trustees of the scheme:
(c) The name and address of the administration manager (if any):
(d) The names and addresses of any promoters.
A brief description of,—
(a) If there is a scheme, the nature of the scheme and how long the scheme has been in operation:
(b) In any other case, the principal activities carried on by the issuer and an indication of how long the issuer has been carrying on those activities.
(1) The following information relating to the money payable by a subscriber to the issuer or any associated person in respect of the securities:
(a) A description of the sums payable; and whether or not the subscriber is required to make such payments:
(b) The person to whom, and place at which, payments are to be or may be made:
(c) If the subscriber is required to make payments on specified dates or at a specified frequency, the payment dates or frequency and the consequences of failing to make the payments.
(2) If the money, or the minimum or maximum sum of money, referred to in subclause (1) can, at the date of the investment statement, be expressed as a dollar amount (or as a percentage of another dollar amount identified with reference to the security), a statement of the dollar amount (or of the percentage and a description of the other dollar amount).
(3) If the money, or the minimum or maximum sum of money, referred to in subclause (1) cannot, at the date of the investment statement, be expressed as a dollar amount (or as a percentage of another dollar amount identified with reference to the security), a statement describing any procedure for calculating the amounts of that money during the period the investment statement is current.
If there is a cooling-off period in respect of the securities, a statement of the terms on which a subscriber may cancel the securities.
(1) A statement as to which of the following types of charges are or may be payable to the issuer or a promoter, or an associated person of the issuer or promoter, or (if there is a scheme) the scheme, by a subscriber (whether directly or indirectly, including by deduction):
(a) Entry charges:
(b) Trustee, administration, or management charges:
(c) Expenses or overhead charges:
(d) Charges or expenses relating to goods or services that the subscriber is required to obtain:
(e) Early termination charges:
(f) Switching or sale charges (including the difference between any buying and selling prices for the securities):
(g) Alteration charges:
(h) Other charges.
(2) A statement as to which of the types of charges specified in subclause (1) are or may be payable by the issuer or, if there is a scheme, from the scheme to a promoter or administration manager or investment manager or an associated person of the issuer or the promoter or the administration manager or the investment manager, being charges that will or may affect the amount of the returns to subscribers.
(3) A brief description of any practices of the issuer or any associated person in relation to charges that will or may affect the amount of the returns to subscribers.
(4) A brief description of the rights of the issuer or any other person to alter any of the charges applicable to the securities.
(1) If a charge, or the minimum or maximum amount of a charge, referred to in clause 7(1) can, at the date of the investment statement, be expressed as a dollar amount (or as a percentage of another dollar amount), a statement of the dollar amount (or of the percentage and a description of the other dollar amount).
(2) If a charge, or the minimum or maximum amount of a charge, referred to in clause 7(1) cannot, at the date of the investment statement, be expressed as a dollar amount (or as a percentage of another dollar amount), a statement describing how the charge will be calculated and what procedure is available to the subscriber to ascertain the amount at the time of, and following, the subscription.
(1) The following information about the returns to subscribers from the securities:
(a) A brief description of the nature of the returns:
(b) A brief description of the key factors that determine the returns:
(c) A statement whether or not an amount of returns, quantifiable as at the date of the investment statement and enforceable by subscribers, has been promised and, if so, the amount or a description of how that amount can be calculated:
(d) A statement as to which of the following (if any) will or is likely to affect the returns (in addition to any of the charges referred to in clause 7):
(i) Taxes or duties:
(ii) Reserves or retentions.
(2) The dates on which, or frequency with which, the returns from the securities will be due and paid or, if there are no such dates or frequency or the dates or frequency are unknown, a statement to that effect.
(3) If payment of all or any of the returns from the securities will or may be withheld until a particular date or for a particular period, a statement to that effect and a brief description of the circumstances that may produce this result.
(4) The name of the person legally liable to pay the returns.
If the investment statement states that there is a guarantor of the securities, the following information:
(a) The name of the guarantor:
(b) The nature and amount of the guarantee:
(c) Whether or not the guarantee is subject to conditions and, if so, the principal conditions:
(d) Whether or not the guarantee is secured by a mortgage or other charge and, if so, the nature and amount of the charge:
(e) If the guarantor and the issuer are associated persons, a statement to that effect and the nature of the relationship.
(1) A brief description of the principal risks of—
(a) The money paid by a subscriber not being recovered in full by the subscriber:
(b) A subscriber not receiving the returns referred to in clause 9:
(2) If it is reasonably foreseeable that, on termination of any security at any time, a subscriber will have received, in total, less than the amount paid to the issuer or an associated person for the security, a statement to this effect and a brief description of the circumstances that may produce this result.
(1) A statement whether or not subscribers will or may be liable to pay money to any person as a result of the insolvency of the issuer (or, if there is a scheme, the scheme) and, if so, a brief description of the liability.
(2) A brief description of any claims on the assets of the issuer (or, if there is a scheme, the scheme) that will or may rank ahead of claims of subscribers in the event of the issuer or scheme being put into liquidation or wound up.
(3) A brief description of any claims on the assets of the issuer (or, if there is a scheme, the scheme) that will or may rank equally with the claims of subscribers in the event of the issuer or scheme being put into liquidation or wound up.
(1) A brief description of any right of a subscriber, the issuer, or any other person to—
(a) Alter the amount of moneys payable by a subscriber, including a brief description of any continuing obligation of the subscriber to pay that amount; or
(b) Otherwise alter the terms of any security.
(2) If any charges are payable by a subscriber on any such alteration, a reference to the information given under clause 7(1)(g).
(1) A brief description of any right of the issuer, a subscriber, or any other person to terminate, cancel, surrender, or otherwise make or obtain payment of the returns from the securities, other than as described in clause 9.
(1) A statement whether or not a subscriber is entitled to sell his or her interest in a security to another person and, if so, whether in the opinion of the issuer there is an established market for such sales.
(2) If any charges are payable by a subscriber on any such sale, a reference to the information given under clause 7(1)(f).
The names or descriptions of officers, employees, or agents of the issuer to whom enquiries about the securities can be made, and the addresses and business telephone numbers of those people.
(1) The names or descriptions of officers, employees, or agents of the issuer to whom complaints about the securities can be made, and the addresses and business telephone numbers of those people.
(2) If complaints about the securities can be made to a trustee or statutory supervisor, or an industry body, a statement to this effect and the addresses and business telephone numbers of those people.
(3) A statement whether complaints about the securities can be made to an ombudsman and, if so, the address and business telephone number of the ombudsman.
A statement—
(a) To the effect that other information about the securities or the issuer (or, if there is a scheme, the scheme), or both, is contained or referred to in a prospectus1 and in financial statements of, or relating to, the issuer or scheme; and
(b) Describing where a copy of the prospectus1 and of the most recent financial statements of, or relating to, the issuer (or, if there is a scheme, the scheme) can be obtained, free of charge; and
(c) To the effect that the prospectus1, and financial statements and other documents of, or relating to, the issuer (or, if there is a scheme, the scheme), are filed on a public register at the Companies Office of the Ministry of Economic Development and available for public inspection.
Schedules 3A to 3D were inserted, as from 1 October 1997, by regulation 95 Securities Amendment Regulations 1997 (SR 1997/151). See regulation 99 of those Regulations for the transitional provisions.
Paragraph (c) was amended, as from 7 September 2000, by section 8(2) Ministry of Economic Development Act 2000 (2000 No 28) by substituting the words “Ministry of Economic Development”
for the words “Ministry of Commerce”
.
A statement of the type of information (if any) that is required to be, or otherwise will be, given annually to subscribers by the issuer.
A statement—
(a) Describing the type of information that is required to be, or otherwise will be, available on request from the issuer; and
(b) Explaining how such a request should be made; and
(c) Whether any charge may be made for the information and the amount of the charge.
1 If no prospectus is required for the securities, references to the prospectus should be disregarded. If the securities are debt securities issued by a registered bank, substitute “disclosure statement”
for “prospectus”
where appropriate.