FMA grants a class exemption relating to the form and content of Investment Statements for IPOs
Following consultation earlier this year, the Financial Markets Authority (FMA) has granted a class exemption relating to the form and content of an investment statement for initial offers of equity securities to the public. The class exemption notice can be found here.
The class exemption is substantially similar to previous individual exemptions granted by the FMA except that we have included an additional condition requiring information be included about the process and timing of the listing of the securities.
In addition, there was a concern that the condition requiring the investment statement to be worded and presented in a clear, concise and effective manner might create uncertainty for issuers. Although a similar requirement will apply to Product Disclosure Statements under the Financial Markets Conduct Act 2013, a breach of the condition in an exemption would have a more serious consequence under the Securities Act regime. For this reason we have amended the condition to require the issuer’s directors to pass a resolution to confirm that, in their opinion after due enquiry, the investment statement is worded and presented in a clear, concise, and effective manner. This will allow issuers greater certainty that they meet the condition.
We will continue to work with issuers, prior to registration of their prospectus, to ensure IPO investment statements meet the recommendations in our Effective Disclosure guidance. Our approach to pre-registration review of offer documents is available on our website.
The Financial Markets Authority has wide powers to exempt persons (or types of persons) or transactions (or types of transactions) from some requirements in the Securities Act 1978, Securities Markets Act 1988, Financial Reporting Act 1993 and associated regulations.
- What exemptions can I apply for?
- How do I make an application?
- What are the charges?
- How long does it take?
- What exemptions won't be granted?
- What if I want to exclude commercially sensitive information from my application?
This information relates to FMA's exemption powers under the Securities Act regime. FMA also has exemption powers under the FMC Act. Some of the substantive provisions in the FMC Act come into force on 1 April 2014 and the remainder come into force on 1 December 2014.
For information on the timeline for change and the latest news and information, click here.