Financial Markets Conduct (Booster Group) Exemption Notice 2025

The notice exempts Booster Financial Services Limited (BFSL) and Booster Group Limited (New TopCo), subject to conditions, from Part 3 of the Financial Markets Conduct Act 2013 (Act) in relation to an offer for the issue of shares in New TopCo to shareholders of BFSL (Offer) under a proposed scheme of arrangement pursuant to Part 15 of the Companies Act 1993 (Scheme). 

The notice also provides that the offer exempted by this notice is not a regulated offer under the Act. This means that other requirements of the Act, or other Acts, that apply in connection with regulated offers (such as the financial reporting requirements) will not apply. Any other financial markets conduct obligations BFSL and New TopCo may have, including obligations under Part 2 of the Act, are not affected. Additionally, financial reporting requirements under the Companies Act 1993 will continue to apply.

The exemption is subject to a number of conditions the effect of which is that both BFSL and New TopCo must proceed with the proposal by way of a scheme of arrangement, ensure that the existing shareholders get the scheme booklet, and details the material information that is required to be included in the scheme booklet. 

They key reasons for granting the exemption are that:

• The Offer is made in connection with a proposal to restructure the entities in the Booster company group and is limited to Existing Shareholders of BFSL,  who are expected to already be familiar with the assets and business of the Booster Group;
• The Offer is made in accordance with the laws of New Zealand and particularly pursuant to a court approved scheme of arrangement under Part 15 of the Companies Act 1993; 
• The conditions of the exemption ensure that the information best suited to the circumstances of the Scheme is provided to the Existing Shareholders by way of the Scheme booklet;
• The conditions of the exemption require that the Scheme booklet contain all matters that are material to the Existing Shareholders to enable them to make an informed decision on the proposal;
• The entities of the Group each remain subject to the fair dealing provisions in Part 2 of the FMC Act meaning Existing Shareholders will have protection against misleading or deceptive information being included in the Scheme booklet;
• The Scheme will be overseen by the High Court which will need to be satisfied that the Scheme documents (including the Scheme booklet) include sufficient information for Existing Shareholders to make an informed decision as to how to vote on the Scheme;
• Following the implementation of the Scheme, the Existing Shareholders will receive the same level of financial reporting information under the Companies Act 1993 as they received prior to the implementation of the Scheme, and as such are not adversely impacted by the Offer exempted by this notice not being a regulated Offer under the Act.

The exemption promotes the purposes of the FMC Act, by ensuring that BFSL and New TopCo:

• provide timely, accurate and understandable information to be provided to Existing Shareholders to assist them to make a confident and informed decision on the Scheme; and 
• avoid unnecessary compliance costs caused by the other requirements of the Act, or other Acts, that apply in connection with regulated offers (such as the financial reporting requirements), and by New TopCo having to produce a product disclosure statement and register entry under the FMC Act and Regulations, in addition to the Scheme booklet and other documents relating to the proposal.

Download Financial Markets Conduct (Booster Group) Exemption Notice 2025 [PDF 357KB]