Financial Markets Conduct (Alliance Group) Exemption Notice 2025

The Financial Markets Conduct (Alliance Group) Exemption Notice 2025 (Notice) exempts Alliance Group Limited (company number 154786) (Alliance), and Mount Olympus NZ Limited (company number 9357917) (Top Hat Co), from the requirements of Part 3 of the Financial Markets Conduct Act 2013  (Act) in relation to offers for the issue of shares in Top Hat Co to shareholders of Alliance under a proposed scheme of arrangement pursuant to Part 15 of the Companies Act 1993 (Companies Act). It also provides that the exempt are not regulated offers under the Act. 

The FMA considered that the exemption was appropriate for the following key reasons (the full rationale is in the Statement of Reasons in the Notice):

• the offer is made in connection with the proposal (as defined in clause 4 of the Notice) and a scheme of arrangement. The scheme will include the issue of Top Hat Co shares to Alliance shareholders as consideration for the transfer of shares in Alliance held by those Alliance shareholders to Top Hat Co. Immediately following implementation of the scheme, Alliance will be a wholly owned subsidiary of Top Hat Co and Top Hat Co will replace Alliance as the new parent of the Alliance Group. An onwards external transaction will then take place.
• the exemption includes conditions requiring shareholders to be provided with information about the effect, advantages and disadvantages of the scheme, supports the provision of timely, accurate and understandable information to persons to assist those persons to make decisions relating to financial products;
• the offer is made in accordance with the laws of New Zealand and pursuant to a court approved scheme of arrangement under Part 15 of the Companies Act. In order to comply with these requirements, Alliance shareholders are provided with a scheme booklet containing information relevant to evaluating the proposal which must be approved by the High Court. The conditions of the exemption also require the scheme booklet to contain or be accompanied by an independent adviser's report on the merits of the scheme and contain all matters that are material to Alliance shareholders to enable them to make an informed decision on the proposal and the proposed subsequent transaction that will facilitate the circa 65% investment in Alliance by the external investor;
• Alliance and Top Hat Co each remain subject to the fair dealing provisions in Part 2 of the Act and therefore Alliance's shareholders will have protection against misleading or deceptive information being included in the scheme booklet;
• the scheme will be overseen by the High Court. The High Court will need to be satisfied that the scheme documents (including the scheme booklet) include sufficient information for an Alliance shareholder to make an informed decision as to how to vote on the scheme.

Download Financial Markets Conduct (Alliance Group) Exemption Notice 2025 [PDF 235KB]