Financial Markets Conduct Act 2013

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Exclusion for employee share purchase schemes

8 Offers under employee share purchase schemes

(1)

An offer of specified financial products to an eligible person under an employee share purchase scheme does not require disclosure under Part 3 of this Act if—

(a)

the offer is made as part of the remuneration arrangements for the eligible person or is otherwise made in connection with the employment or engagement of the eligible person; and

(b)

raising funds for the issuer is not the primary purpose of the offer to the eligible person; and

(c)

the total number of specified financial products issued or transferred under all of the issuer’s employee share purchase schemes in any 12-month period does not exceed,—

(i)

in the case of an offer of voting products or options over voting products, 10% of the voting products of the issuer as at the start of the 12-month period:

(ii)

in the case of any other offer of specified financial products, 10% of the specified financial products of the issuer that are of the same class as at the start of the 12-month period.

(2)

In this clause,—

eligible person—

(a)

means an employee or a director of the issuer of the specified financial products or of any of its subsidiaries; and

(b)

includes a person who provides personal services (other than as an employee) principally to the issuer of the specified financial products or any of its subsidiaries

specified financial products means—

(a)

equity securities; or

(b)

prescribed financial products.

(3)

In calculating the total number of specified financial products issued or transferred under all of the issuer’s employee share purchase schemes for the purposes of subclause (1)(c), an issue or a sale to a person must be disregarded if the issue or sale results from an offer that—

(a)

does not require disclosure under Part 3 of this Act for any reason other than as a result of the application of this clause; or

(b)

is not received in New Zealand; or

(c)

is a regulated offer that is separate from the offer under the employee share purchase scheme.

Schedule 1 clause 8(1)(c): amended, on 9 August 2017, by section 95(1) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

Schedule 1 clause 8(3): amended, on 9 August 2017, by section 95(2) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

Schedule 1 clause 8(3)(a): replaced, on 9 August 2017, by section 95(3) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).