Financial Markets Conduct (Goodman Group) Exemption Notice 2022

The Financial Markets Conduct (Goodman Group) Exemption Notice 2022 (Exemption) provides relief for a five year period in relation to the offer of stapled securities to employees in New Zealand under an employee incentive scheme (Australian LTIP). The stapled securities comprise of an equity security, a unit in a trust and a CHESS Depositary interest in respect of a share in a subsidiary company based in Hong Kong (stapled securities). The stapled securities are listed on the Australian Securities Exchange (ASX) and are regulated under Australian securities laws.  The notice exempts the Goodman Limited (GML), Goodman Industrial Trust (GIT), and Goodman Logistics (HK) Limited (GLHK) (together, the Goodman Group) from disclosure requirements under Part 3 of the FMC Act. It also provides that the offer of units in GIT are exempted from the governance requirements under Part 4 of the FMC Act.  The Exemption recognises that the offer of the stapled securities is similar to the circumstances address in the exclusion provided in Schedule 1 of the Financial Markets Conduct Act 2013( the Act) to employee share purchase schemes in relation to equity securities (Schedule 1 exclusion). The conditions included in the Exemption align with those requirements that apply to the Schedule 1 exclusion along with the corresponding requirements in clauses 10 to 12 of Schedule 8 of the Financial Markets Conduct Regulations 2014 and include the following:

• the requirement to ensure that only eligible persons (as defined in the notice) have access to the offer of the stapled securities;
• that these eligible persons receive appropriate information in relation to the stapled securities before accepting any offer with a warning notice; and
• a limitation on number of stapled securities offered by the Goodman Group under the Australian LTIP or any other employee share purchase scheme must be limited to 10% of the total stapled securities issued in any 12-month period.