Page 17 - English-DBINZ brochure-2019

Buddle Findlay 14

With the different exemptions and exclusions that apply under the legislation, many offers will be able
to be structured in such a manner as to avoid the need to prepare offering documents. However, great
care needs to be taken in assessing these provisions. Buddle Findlay can assist you in interpreting the
exclusions from the general requirements of the FMC Act.

FMC ACT OFFERING DOCUMENTS - PRODUCT DISCLOSURE STATEMENT AND REGISTER
ENTRY
The FMC Act requires the preparation of a single offering document that must be provided to investors
called the Product Disclosure Statement (PDS).
The PDS is intended to provide a clear, concise, and effective summary of information for investors to
aid their decision-making, and is subject to strict length limits (for example, a PDS for an offer of debt
securities is limited to 30 pages in length) with tightly prescribed contents. The PDS will be accompanied
by a register entry. All regulated (that is, public) offers of financial products will have a register entry
on a website operated by the Registrar of Financial Service Providers, that will provide additional, more
detailed information such as full financial statements and ongoing information.
The particular requirements for the contents of the PDS and the register entry are set out in the Financial
Markets Conduct Regulations 2014.

“New Zealand has one national stock exchange operated
by NZX Limited (NZX). NZX is termed a ‘licensed market
operator’ under the FMC Act.”

New Zealand’s capital market

New Zealand has one national stock exchange operated by NZX Limited (NZX). NZX is termed a “licensed
market operator” under the FMC Act. It is licensed to operate New Zealand’s equity markets, including
the NZX Main Board, the NZX alternative market (NZAX) and NXT (pronounced “Next”) which wais
designed as a replacement for NZAX, with a particular focus on developing companies and companies
with non-traditional structures requiring access to the market. While the NZX Main Board, NZAX and NXT
continue to trade at the time of writing, NZX is no longer accepting NZAX or NXT-listing applications.

NZX has recently undertaken an extensive review and market consultation process in relation to its equity
market structure (Market Review). The primary outcome of the Market Review is that, with effect on and
from 30 June 2019, the NZX Main Board, NZAX and NXT will be consolidated and operate solely via the
NZX Main Board. This consolidation of equity markets requires all NZAX and NXT-listed issuers to migrate
to the NZX Main Board. NZAX and NXT-listed issuers can voluntarily elect to migrate to the NZX Main
Board prior to 30 June 2019 or will be deemed to have done so automatically with effect on and from 30
June 2019.
While equity securities constitute the majority of trading in New Zealand, there are facilities for trading in
a wide range of securities including hybrids and debt securities.
An unregistered stock exchange also operates in New Zealand (“Unlisted”, unlisted.co.nz). Like NXT,
Unlisted is targeted towards small to mid-sized, growth companies. In December 2015, the FMA granted
an exemption to Unlisted from the licensing requirements of the FMC Act. Accordingly, investors
trading in securities listed on Unlisted do not have the same protections afforded to investors trading in
securities listed on NZX.