Commonwealth Numbered Regulations

CORPORATIONS AMENDMENT (MUTUAL RECOGNITION OF SECURITIES OFFERS) REGULATION 2014 (SLI NO 175 OF 2014) - SCHEDULE 2

Corporations Regulations 2001

1  Regulation 8.1.01

Omit all the words after "the provisions of", substitute "Subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 of New Zealand and the Financial Markets Conduct Regulations 2014 of New Zealand comprise a foreign recognition scheme".

2  Paragraph 8.1.02(b)

Repeal the paragraph, substitute:

                     (b)  for that offer, if the scheme is a managed investment scheme within the meaning of the Financial Markets Conduct Act 2013 of New Zealand--the offeror is the manager of the managed investment scheme as defined in that Act.

3  Regulation 8.2.01

Omit all the words after "the Act," (not including the note), substitute "an offer of a security is a prescribed offer in relation to New Zealand if a disclosure document (as defined in the Financial Markets Conduct Act 2013 of New Zealand) must be prepared in accordance with:

                     (a)  the Financial Markets Conduct Act 2013 of New Zealand; or

                     (b)  the Financial Markets Conduct Regulations 2014 of New Zealand.".

4  Regulation 8.2.01 (note)

Omit "Part 2 of the Securities Act 1978 of New Zealand or in".

5  Subregulations 8.2.02(1) to (1D)

Repeal the subregulations, substitute:

             (1)  For paragraph 1200E(a) of the Act, the following statements are prescribed:

                     (a)  this offer to Australian investors is a recognised offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 and Regulations. In New Zealand , this is Subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 of New Zealand and the Financial Markets Conduct Regulations 2014 of New Zealand;

                     (b)  this offer and the content of the offer document are principally governed by New Zealand, rather than Australian, law. In the main, the Financial Markets Conduct Act 2013 of New Zealand and the Financial Markets Conduct Regulations 2014 of New Zealand set out how the offer must be made;

                     (c)  there are differences in how securities and financial products are regulated under New Zealand, as opposed to Australian, law. For example, the disclosure of fees for managed investment schemes is different under New Zealand law;

                     (d)  the rights, remedies and compensation arrangements available to Australian investors in New Zealand securities and financial products may differ from the rights, remedies and compensation arrangements for Australian securities and financial products;

                     (e)  both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Australian Securities and Investments Commission (ASIC). The Australian and New Zealand regulators will work together to settle your complaint;

                      (f)  the taxation treatment of New Zealand securities and financial products is not the same as that for Australian securities and products;

                     (g)  if you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial advisor.

6  Item 18.1 of Schedule 10A (paragraph (9E)(c))

Omit all the words after "that offer by", substitute "the Financial Markets Conduct Act 2013 of New Zealand and the Financial Markets Conduct Regulations 2014 of New Zealand; and".

7  Item 2.3 of Schedule 10AA (paragraph (3B)(c))

Omit all the words after "that offer by", substitute "the Financial Markets Conduct Act 2013 of New Zealand and the Financial Markets Conduct Regulations 2014 of New Zealand; and".