Financial Markets Conduct (ANZ Group Holdings Limited) Exemption Notice 2022

Summary: The Financial Markets Conduct (ANZ Group Holdings Limited) Exemption Notice 2022 exempts ANZ Group Holdings Limited (the exempt entity) from Part 3 of the Financial Markets Conduct Act 2013 in respect of shares offered to New Zealand-based eligible shareholders of ANZ Banking Group Limited (ANZBGL) in accordance with an Australian scheme of arrangement. 

The scheme of arrangement relates to a proposed restructure of the ANZ group of companies so that the exempt entity will become the new parent of the group.  If the scheme is approved by the Federal Court of Australia and by the shareholders of ANZBGL, eligible shareholders of ANZBGL will be offered to exchange their existing shares for shares in the exempt entity on a one-to-one basis. 

The exemption is subject to a range of conditions, the effect of which is that:

• the exempt entity and ANZBGL comply with all relevant laws governing Australian scheme of arrangements;
• the scheme of arrangement, if approved, is carried out in accordance with the terms of the exemption notice;
• the scheme document contains information that is pertinent to New Zealand shareholders of ANZBGL deciding how to vote on the scheme; and
• on-sale investors (that is, prospective future shareholders of the exempt entity who may purchase its shares within 12 months after the proposed scheme of arrangement is implemented) have access to the same information about the exempt entity and ANZBGL as they would have had had they been ANZBGL shareholders voting on the scheme.