Financial Markets Conduct (FairWay Resolution) Exemption Notice 2025

The Financial Markets Conduct (Fairway Resolution) Exemption Notice 2025 (Notice) exempts Yarrow BidCo Limited (Fairway Parent) from the requirement in Part 3 of the Financial Markets Conduct Act 2013 (Act), in respect of offer of ordinary shares in Fairway Parent to certain eligible persons, being employees of Fairway Resolution Limited (the staff). FairWay Resolution Limited is the entity that employs all staff in relation to the group's business and it is owned by FairWay Holdings Limited who upon completion of a proposed acquisition of all of its shares will be owned by the FairWay Parent.

The exemptions are subject to conditions consistent with the requirements of the Financial Markets Conduct (Employee Share Purchase Schemes) Exemption Notice 2021 (Class exemption) which in turn is consistent with the requirements of clause 8 of Schedule 1 of the Act (the Schedule 1 exclusion) and clauses 10-12 of Schedule 8 of the Financial Markets Conduct Regulations 2014 (Regulations).

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 staff are already indirect holders of shares in FairWay Resolution Holdings Limited through an employee trust (the FairWay Employee Trust);
• as a beneficiary of the FairWay Employee Trust, the staff will be given an opportunity to take a direct shareholding in FairWay Parent (and the FairWay Resolution group);
• the offers of specified financial products which are covered by this notice could have been offered under the Schedule 1 exclusion but in doing so not all staff may have been entitled to participate:
• the exemption promotes innovation and flexibility in the financial markets by allowing staff to participate in an offer which is in substance converting their indirect interests to a direct interest, but with the protections afforded by the Schedule 1 exclusion:
• the conditions to the exemption require staff to be provided access to the same kinds of information as would be required under the Schedule 1 exclusion. In these circumstances, the FMA is satisfied that staff will have access to sufficient and appropriate information for them to make an informed investment decision in relation to an offer and requiring the FairWay Parent to comply with the disclosure requirements of Part 3 of the Act is unnecessary:
• without the benefit of the exemptions, there are significant compliance costs in respect of disclosure, governance and financial reporting that apply to a company making a regulated offer of financial products under the Act. It is unlikely that FairWay Parent would, without the benefit of the exemptions, make such offers to all staff and consequently all staff would not have the equal opportunity to own an interest in FairWay Parent.

Download Financial Markets Conduct (FairWay Resolution) Exemption Notice 2025 [PDF 348KB]