|Name of Notice||Financial Markets Conduct (ANZ Bank New Zealand Limited-Offer of PPS) Exemption Notice 2022|
|Gazette Notification Date||2022-06-23|
|Date In Force||2022-06-16|
|Act||Financial Markets Conduct|
Summary: The Financial Markets Conduct (ANZ Bank New Zealand Limited–Offer of PPS) Exemption Notice 2022 exempts ANZ Bank New Zealand Limited (ANZ), which is a registered bank, from certain disclosure requirements under section 57(1)(b)(ii) of the Financial Markets Conduct Act 2013 (the Act) and regulations 23(1) and 34, and certain clauses of Schedule 3, of the Financial Markets Conduct Regulations 2014 (the Regulations) in respect of a proposed offer of perpetual preference shares (the PPS) subject to conditions requiring the disclosure of alternative information. The PPS are to be issued by ANZ for the purposes of constituting Additional Tier 1 (AT1) capital under the Reserve Bank of New Zealand's banking prudential requirements applicable to registered banks.
Although the PPS are equity securities for the purposes of the Act, they share a number of similarities with debt securities. As a result, many of the disclosure requirements for equity securities under Schedule 3 of the Regulations are not appropriate for an offer of PPS. Under the conditions of the exemptions, ANZ must comply with alternative disclosure requirements which are based, first, on Schedule 9 of the Regulations (which sets out disclosure requirements for offers of debt securities by registered banks) and, secondly, on disclosure requirements (also based initially on Schedule 9 of the Regulations) that are likely to be included in amendments to the Regulations that are being developed to address the specific disclosure requirements for AT1 capital instruments. These alternative disclosure requirements will result in the product disclosure statement and the register entry for an offer of PPS containing more appropriate and meaningful information for potential investors than disclosure based purely on the requirements of Schedule 3 of the Regulations.