Financial Markets Conduct (Craigs Investment Partners - ESOP) Exemption Notice 2025

The Financial Markets Conduct (Craigs Investment Partners – ESOP) Exemption Notice 2025 exempts CIP Holdings No. 2 Limited (CIPH2) and CIP Tui Holdings Limited (CIP Tui) (together, the issuers) from compliance with the requirements of Parts 3 and 4 of the Financial Markets Conduct Act 2013 (the Act).

The exemption applies only to an offer of stapled securities (each consisting of a share in CIPH2 and a share in CIP Tui) made by the issuers under an employee share ownership plan (ESOP) to eligible persons, including employees or directors of, or persons (other than employees) who provide personal services principally to, Craigs Investment Partners Limited (CIP) or any of its subsidiaries. 

CIP is a subsidiary of Crown New TopCo Limited (New TopCo), which is jointly held by CIPH2 and another company. The issuers are unable to rely on the exclusion relating to employee share purchase schemes in clause 8 of Schedule 1 of the Act (the Schedule 1 exclusion), or the Financial Markets Conduct (Employee Share Purchase Schemes) Exemption Notice 2021 (Class Exemption) because: 

• eligible persons are not directors, employees or consultants of CIPH2 or any of its subsidiaries as CIPH2 only holds half the shares in New TopCo; and
• CIP Tui does not hold any shares in New TopCo, so eligible persons are not directors, employees or consultants of CIP Tui or any of its subsidiaries.

The exemption is subject to certain conditions requiring an offer to be consistent, as far as practicable, with the requirements of the Schedule 1 exclusion, clauses 10 to 12 of Schedule 8 of the Financial Markets Conduct Regulations 2014 (which relate to the Schedule 1 exclusion) and the Class Exemption. The notice also provides that the offers exempted by the notice are not regulated offers under the Act.

The key reasons for granting the exemptions are set out in the Statement of Reasons in the Exemption Notice.

Download Financial Markets Conduct (Craigs Investment Partners - ESOP) Exemption Notice 2025 [PDF 311KB]