Financial Markets Conduct (Wools of New Zealand Holdings Limited and Primary Wool Co-operative Limited) Exemption Notice 2025

On Tuesday, 11 November 2025, the FMA granted the Financial Markets Conduct (Wools of New Zealand Holdings Limited and Primary Wool Co-operative Limited) Exemption Notice 2025 (Notice).

The Notice will come into force on 13 November 2025. It has been notified in the Gazette and will be presented to the House of Representatives in the near future.

The notice exempts Wools of New Zealand Holdings Limited (WNZ) and Primary Wool Co-operative Limited (PWC) from section 461D and 461H(1) of the Financial Markets Conduct Act 2013 (the Act) to the extent that they require WNZ and PWC to ensure that:

• each of their financial statements are audited by a qualified auditor; and
• a copy of an auditor’s report accompanies each of their financial statements when they are delivered to the Registrar for lodgement.

The Notice is subject to a number of conditions including that Wools of New Zealand Limited Partnership (LP) complies with the FMC reporting requirements as if the LP is a FMC reporting entity for the purpose of Part 7 of the Act during the exemption period.

Summary of reasons

The key reasons for granting the exemption are set out in detail in the Notice.  In summary, the reasons for granting the exemption are that –

1. having regard to the nature of WNZ and PWC’s investment in the LP (i.e., the major asset of each being 50% holding in units issued in the LP and so the return of each is dependent on profitability of LP) separate financial statements for each of WNZ and PWC would not adequately convey all the information necessary to assist WNZ, PWC and their respective shareholders to make an informed decision in respect of their investment;
2. the audit of the LP will create greater transparency in relation to the performance of the LP in that it would provide more meaningful information to shareholders of WNZ and PWC regarding the performance of the trading entity in which they are ultimately invested.  Shareholders of WNZ and PWC will also be able to better understand the risks and rewards associated with their underlying investment;
3. other than for the requirement for their financial statements to be audited WNZ and PWC remain subject to compliance with obligations under the Act as FMC financial reporting entities. WNZ and PWC will each however remain subject to financial reporting and auditing requirements of the Companies Act 1993 unless not less than 95% of each of their voting shareholders opt out of the compliance with the audit requirement for each financial year;
4. the conditions require WNZ and PWC to include a warning statement in front of every document that contains financial statements or summary financial statements informing about the exemption and consequences of the exemption;
5. avoids unnecessary compliance costs, namely the preparation of two sets of audited financial statements for WNZ and PWC when audited financial statements of the LP will provide more meaningful information in respect of the underlying investment of PWC, WNZ and their respective shareholders;
6. The extent of the exemptions sought are not broader than is reasonably necessary to address the matters that gave rise to the exemption because the exemption –

   • is limited to the specific circumstances of WNZ and PWC where their primary business interests are holding and managing their investment in LP; and

   • only exempts WNZ and PWC from the requirements to have their financial statements audited. In all other respects WNZ and PWC remain subject to requirements of the Act. Further, the conditions require the LP to comply with the financial reporting obligations as if it were a FMC reporting entity for the purposes of Part 7 of the Act.

Download Financial Markets Conduct (Wools of New Zealand Holdings Limited and Primary Wool Co-operative Limited) Exemption Notice 2025 [PDF 474KB]