New Zealand Legislation: Regulations

9 Conditions of exemptions in clauses 5, 6, and 7

• (1) Each exemption in clauses 5, 6, and 7 is subject to the condition that the convertible security has been allotted under a registered prospectus that contains particulars of all material matters relating to the offer of the new security.

  (2) Each exemption in clauses 5, 6, and 7 is subject to the further condition that, before allotment of the new security and before the exercise of any right conferred by the convertible security, the following documents have been sent to every person who was, at the time the financial statements were sent, a registered holder of the same class of convertible security in respect of which the new securities are allotted or a right is exercised:

  • (a) a copy of the most recent audited consolidated statement of financial position and audited consolidated statement of financial performance of the issuing group or the scheme (as the case may be) that comply with the provisions of the Financial Reporting Act 1993 relating to financial statements (or, if applicable, group financial statements) and with the provisions of any other enactment to which the issuer is subject; and

  • (b) if the date of allotment of the new security or the date of the exercise of any right conferred by the convertible securities would be later than 9 months after the date of the statement of financial position referred to in paragraph (a),—

    • (i) an interim consolidated statement of financial position as at the end of, and an interim consolidated statement of financial performance for, a period commencing on the day after the date of the statement of financial position referred to in paragraph (a) and ending on a date that is not later than 9 months after that date that comply with the provisions of the Financial Reporting Act 1993 relating to financial statements (or, if applicable, group financial statements) and with the provisions of any other enactment to which the issuer is subject (except in each case that they need not be audited); and

    • (ii) a statement containing a description of the issuing group or the scheme (as the case may be).

  (3) Each exemption in clauses 5, 6, and 7 is subject to the further condition that the date of the allotment of the new security under the terms of, or the exercise of any right conferred by, the convertible security is not more than 9 months after the date of the statement of financial position or interim statement of financial position, as the case may be, referred to in subclause (2).