New Zealand Legislation: Regulations
Regulations are laws made under Acts
Reprint
as at 19 June 2009
(SR 2003/66)
Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.
A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.
This notice is administered by the Securities Commission.
Pursuant to the Securities Act 1978, the Securities Commission gives the following notice.
This notice is the Securities Act (Charitable and Religious Purposes) Exemption Notice 2003.
This notice comes into force on 1 April 2003.
This notice expires on the close of 30 November 2012.
Clause 3: amended, on 21 September 2007, by clause 3 of the Securities Act (Extension of Term, Amendment, and Revocation of Certain Exemptions) Exemption Notice 2007 (SR 2007/277).
(1) In this notice, unless the context otherwise requires,—
Act means the Securities Act 1978
charitable organisation means a body corporate or unincorporate that is organised and subsisting, or carrying on business, exclusively for charitable, educational, religious, or recreational purposes; and includes a trade or professional union or association and a chamber of commerce
excluded security means a debt security that—
(a) is exempted under section 5(1) to (4) or section 6(1) of the Act; or
(b) is exempted from the application of sections 37 and 37A of the Act by virtue of an exemption notice given under section 5(5) of the Act (other than this notice or any corresponding previous notice); or
(c) has not been offered in an offer of securities to the public
Regulations means the Securities Regulations 1983
religious organisation means a charitable organisation that exists for religious purposes, whether or not it also exists for other purposes
retirement village means a complex that provides, or is intended to provide, residential accommodation and any of the following services for persons in their retirement:
(a) management and administrative services:
(b) gardening, repair, and maintenance services:
(c) hospital, nursing, or medical services, including accommodation:
(d) emergency and security services:
(e) shops and other services for the provision of goods to the person:
(f) laundry services:
(g) the provision of meals:
(h) services or facilities for the recreation or entertainment of the person:
(i) other services or facilities for the care or benefit of the person
school board of trustees has the same meaning as in section 7(1)(d) of the Crown Entities Act 2004.
(2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.
Clause 4(1) charitable organisation: substituted, on 23 May 2003, by clause 3 of the Securities Act (Charitable and Religious Purposes) Exemption Amendment Notice 2003 (SR 2003/109).
Clause 4(1) school board of trustees: added, on 13 April 2007, by clause 4 of the Securities Act (Charitable and Religious Purposes) Exemption Amendment Notice 2007 (SR 2007/94).
(1) Subject to subclause (2), every charitable organisation and every person acting on its behalf are exempted from sections 33(2), 37, and 37A of the Act and regulation 17 of the Regulations in respect of any debt securities.
(2) The exemption in subclause (1) from section 33(2) of the Act does not apply in respect of an issuer that offers debt securities for allotment to school boards of trustees on the basis of an approval granted by the Ministers of Education and Finance under the Crown Entities Act 2004 that is conditional upon the charitable organisation complying with section 33(2) of the Act or otherwise having a trust deed and trustee under the Act.
Clause 5: substituted, on 13 April 2007, by clause 5 of the Securities Act (Charitable and Religious Purposes) Exemption Amendment Notice 2007 (SR 2007/94).
The exemption in clause 5 is subject, in the case of debt securities issued by a religious organisation exclusively for religious purposes, to the condition that every subscriber for the security must receive, before subscribing for the security, an information document relating to the security that contains the information set out in clause 8.
The exemption in clause 5 is subject, in the case of debt securities other than securities issued by a religious organisation exclusively for religious purposes, to the conditions that—
(a) every subscriber for the security must receive, before subscribing for the security, an information document relating to the security that contains the information set out in clause 8; and
(b) at the time of the offer of those debt securities, the aggregate amount of the principal sums owing under outstanding debt securities (not being excluded securities or debt securities issued by a religious organisation exclusively for religious purposes) allotted by that organisation, and by any associated person of that organisation, must not exceed $2,000,000; and
(c) in the case of all issuers other than those named in the Schedule, no allotment of the debt securities is made if the aggregate amount of the principal sums that would be owing under outstanding debt securities (not being excluded securities or debt securities issued by a religious organisation exclusively for religious purposes) allotted by that organisation, and by any associated person of that organisation, during the 12-month period ending immediately after the proposed allotment would exceed $500,000.
The information document referred to in clauses 6 and 7 must contain the following:
(a) a prominent statement at the front of the document in the following form:
“Important Notice
Prospective investors are advised that [name of specified body], in making this offer of securities, is not subject to the normal requirements to have a registered prospectus and an investment statement under the Securities Act 1978. This is because the Securities Commission has granted a general exemption from those requirements to all charitable organisations. The Securities Commission has not examined or approved this particular offer.
Accordingly, the risks associated with this investment may not be as fully disclosed in this document as they would be in an investment statement and registered prospectus.
The Securities Commission granted the general exemption on the basis that prospective investors in charitable organisations are not necessarily seeking a commercial return, but instead wish to support the [charitable/religious] purposes of the charitable organisation. The particular [charitable/religious] purposes of [name of specified body] are discussed in this document.
If the return sought is important to you, you should consider seeking investment advice.”; and
(c) a description of the charitable or religious purposes for which the money paid by subscribers will be used; and
(d) the terms and conditions of the offer of the security; and
(e) any other information that is material to the offer of the security; and
(f) a statement that it is a term of the offer of the debt securities that, on the request of the offeree, the charitable organisation must send, or cause to be sent, without fee and within 5 working days of receiving the request, to that offeree a copy of the most recent audited financial statements of the organisation that comply with the Financial Reporting Act 1993.
(1) Every charitable organisation and every person acting on its behalf are exempted from sections 33(3), 37, and 37A of the Act and regulation 17 of the Regulations in respect of any participatory securities of which that organisation is the issuer if, by the terms of the constitution, rules, or other document or instrument constituting or defining the constitution of that organisation or scheme, or governing the conduct of its affairs,—
(a) the holders of those securities do not have any interest or right to participate in any capital, assets, earnings, royalties, or other property of that organisation or scheme other than the rights listed in subclause (2); and
(b) the liability of the holders of those securities to make any payments to, or on behalf of, that organisation or scheme is limited to the amount of the fees or subscriptions that may be approved by a majority of the holders of participatory securities of that organisation or scheme in general meeting.
(2) The rights listed for the purpose of subclause (1)(a) are all or any of the following:
(a) a right to share pro rata with all other holders of participatory securities in a distribution of any capital, assets, earnings, royalties, or other property of that organisation or scheme on a liquidation or winding up of that organisation:
(b) a right to use or enjoy any assets or other property of that organisation or scheme:
(c) a right to vote at any meeting of the holders of participatory securities.
Nothing in this notice applies to—
(a) a debt security that secures the security holder's right to repayment of any sum that is—
(i) paid for the security holder's right to accommodation and services in respect of a retirement village to which the debt security relates; and
(ii) that is repayable to the security holder as a result of the termination of that right to accommodation and services:
(b) a participatory security that confers on the security holder the right to accommodation and services in respect of a retirement village to which the participatory security relates.
Amendment(s) incorporated in the notice(s).
Amendment(s) incorporated in the notice(s).
Schedule |
Manawatu Golf Club Incorporated
Schedule Canterbury Development Corporation Limited: revoked, on 21 September 2007, by clause 3 of the Securities Act (Extension of Term, Amendment, and Revocation of Certain Exemptions) Exemption Notice 2007 (SR 2007/277).
Schedule Manawatu Golf Club Incorporated: added, on 19 June 2009, by clause 4 of the Securities Act (Charitable and Religious Purposes) Exemption Amendment Notice 2009 (SR 2009/171).
Schedule Ruapehu Alpine Lifts Limited: revoked, on 21 September 2007, by clause 3 of the Securities Act (Extension of Term, Amendment, and Revocation of Certain Exemptions) Exemption Notice 2007 (SR 2007/277).
Dated at Wellington this 26th day of March 2003.
The Common Seal of the Securities Commission was affixed in the presence of:
[Seal]
J Diplock,
Chairperson.
Date of notification in Gazette: 27 March 2003.
1General
2Status of reprints
3How reprints are prepared
4Changes made under section 17C of the Acts and Regulations Publication Act 1989
5List of amendments incorporated in this reprint (most recent first)
This is a reprint of the Securities Act (Charitable and Religious Purposes) Exemption Notice 2003. The reprint incorporates all the amendments to the notice as at 19 June 2009, as specified in the list of amendments at the end of these notes.
Relevant provisions of any amending enactments that have yet to come into force or that contain relevant transitional or savings provisions are also included, after the principal enactment, in chronological order.
Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.
This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.
A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.
Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.
A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.
In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:
•omission of unnecessary referential words (such as “of this section”
and “of this Act”
)
•typeface and type size (Times Roman, generally in 11.5 point)
•layout of provisions, including:
•indentation
•position of section headings (eg, the number and heading now appear above the section)
•format of definitions (eg, the defined term now appears in bold type, without quotation marks)
•format of dates (eg, a date formerly expressed as “the 1st day of January 1999”
is now expressed as “1 January 1999”
)
•position of the date of assent (it now appears on the front page of each Act)
•punctuation (eg, colons are not used after definitions)
•Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly
•case and appearance of letters and words, including:
•format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)
•small capital letters in section and subsection references are now capital letters
•schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly
•running heads (the information that appears at the top of each page)
•format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).
Securities Act (Charitable and Religious Purposes) Exemption Amendment Notice 2009 (SR 2009/171)
Securities Act (Extension of Term, Amendment, and Revocation of Certain Exemptions) Exemption Notice 2007 (SR 2007/277): clause 3
Securities Act (Charitable and Religious Purposes) Exemption Amendment Notice 2007 (SR 2007/94)
Securities Act (Charitable and Religious Purposes) Exemption Amendment Notice 2003 (SR 2003/109)