Page 16 - English-DBINZ brochure-2019

13 Doing business in New Zealand

Section 5
CORPORATE REGULATION

Securities regulation

The Financial Markets Conduct Act 2013 (FMC Act) is the primary piece of New Zealand legislation
regulating the issuance, promotion and sale of financial products (ie equity securities, debt securities
etc) in New Zealand.

WHEN DISCLOSURE IS REQUIRED

As a general rule, disclosure is required in circumstances where an issuer is proposing to make a
“regulated offer” of financial products. However, the FMC Act provides a range of exclusions enabling
issuers to raise capital without requiring regulatory disclosure. The key types of offers of financial
products which are excluded from the disclosure requirements under the FMC Act include:
ə Offers to “wholesale” investors (eg investment businesses such as brokerage firms; persons who have
owned or carried out transactions to acquire financial products with a value of at least NZ$1m, or had
net assets or total turnover with a value of at least NZ$5m, in the previous two years; government
agencies; individuals who are able to provide certifications demonstrating adequate investment
experience; or persons investing at least NZ$750,000 in the relevant financial product)
ə Offers to relatives or close business associates of the issuer

ə Offers to fewer than 20 investors that raise no more than NZ$2m in total, in any 12 month period (the
“small offer exclusion”)
ə Offers of the same class of financial products as are already listed on NZX or the ASX (provided the
ASX-listed issuer has a secondary listing on a licensed market operated by NZX) (the “same class
exclusion”)
ə Offers under employee share purchase schemes.
The Financial Markets Authority (FMA) (New Zealand’s financial markets regulator) also has the power to
grant general exemptions from certain provisions of the FMC Act (previous exemptions have been granted
in respect of overseas listed issuers, forestry schemes etc) or specific exemptions relating to particular
issuers.