Financial Markets Conduct (Helios Energy) Exemption Notice 2025

The Financial Markets Conduct (Helios Energy) Exemption Notice 2025 (the Notice) exempts Helios Energy Hold LP (Helios) from compliance with the disclosure and governance requirements of Parts 3 and 4 of the Financial Markets Conduct Act 2013 (Act), in respect of offers of limited partnership interests in Helios (including options to acquire those partnership interests) (interests), made under Helios’ staff incentive scheme (scheme) to certain employees, contractors and other eligible persons.

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 notice also provides that offers made in reliance on the notice are not regulated offers under the Act. This means that other requirements of the Act that apply in connection with regulated offers (such as financial reporting requirements) will not apply to Helios by reason of the offer. Any other financial market conduct obligations Helios Energy may have, including obligations under Part 2 of the Act, are not affected.

Summary of reasons

The key reasons for granting the exemptions include:

• any return on the specified financial products is linked to the performance of Helios. Therefore, a scheme encourages the staff’s involvement in the ownership and performance of Helios and its controlled entities, in a manner similar to that of an employee share purchase scheme under the Schedule 1 exclusion;
• the offers of specified financial products which are covered by this notice would have fallen within the Schedule 1 exclusion had Helios been structured as a company rather than a limited partnership. The FMA considers offers made in reliance on this notice by Helios would be closer in nature to equity than to an offer of managed investment products, due to the rights attached to the specified financial products, nature of the limited partnership, and structure of Helios. In these circumstances the FMA considers it is appropriate for an exemption similar to the Schedule 1 exclusion to apply;
• the exemption promotes innovation and flexibility in the financial markets by allowing staff to participate in an offer which is in substance similar to an employee share purchase scheme, and which will be offered on a similar basis as offers made in reliance on 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 Helios Energy 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 limited partnership making a regulated offer of financial products under the Act.

As such, the FMA is satisfied that –

• granting the exemption is desirable in order to promote the purposes of the Act, specifically by avoiding unnecessary compliance costs and by promoting flexibility in financial markets; and
• as the exemption is limited to the offer of specific financial products made by Helios to the eligible persons under a scheme, and the scope and conditions of the exemption are analogous to those required by the Schedule 1 exclusion, the FMA is further satisfied that the extent of the exemption is not broader than reasonably necessary to address the matters that gave rise to it.

Download the Financial Markets Conduct (Helios Energy) Exemption Notice 2025, PDF [327KB]