On 17 March 2011, ASIC and the New Zealand Securities Commission (NZCO) jointly published updated guidance for Australian and New Zealand issuers offering shares, debentures or interests in managed or collective investment schemes in both countries.
Under the mutual recognition regime, issuers of securities in Australia are able to offer those securities in New Zealand using the same disclosure document given to Australian investors, and will not be required to prepare separate offering documents under New Zealand law, subject to the meeting of certain requirements. The guidance notes that the scheme, which was first introduced in June 2008 has brought significant cost savings for issuers offering securities and also benefits investors by providing them with a wider range of investments.
The updated guidance issued by ASIC and the NZCO for Australian issuers considering making an offer into New Zealand in reliance on the mutual recognition include:
- a requirement to include a warning statement where an offer relates to interests in a collective investment scheme and any dispute resolution process described in the offer document is not available in New Zealand
- a requirement to set out any exemptions or declarations by ASIC, whether specific to the issuer or generally
- reference to certain relief powers that enable each regulator to declare a recognised offer where certain requirements are not met by issuers, for example, through minor and technical breaches of the New Zealand regulations, and
- additional information relating to relevant forms and lodgement processes (including confirmation that by selecting an option that confirms that the offer will be made available under a foreign recognition regime on the relevant ASIC form, the issuer will comply with ASIC’s written notice requirements).