Financial Markets Conduct (Xero Limited) Exemption Notice 2025

The Financial Markets Conduct (Xero Limited) Exemption Notice 2025 (Notice) exempts Xero Limited (Xero), a New Zealand incorporated entity listed solely on the Australian Securities Exchange (ASX), from Part 3 of the Financial Markets Conduct Act 2013 (FMC Act) in respect of a share purchase plan offer (Offer) being made to New Zealand retail investors who are holders of Xero’s shares.

Xero, as an ASX listed issuer, is subject to Australian law (in respect of the Offer in Australia) and ASX Listing Rules in respect of the Offer.  Consequently, the Offer is being made in Australia in compliance with Part 6D of the Australian Corporations Act 2001 (Cth) (as amended to allow for the offering of a share purchase plan under the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) and the ASX Listing Rules.

The exemptions in this notice are subject to a condition that Xero’s Offer is made in compliance with law of Australia and ASX Listing Rules that apply. 

The Offer will also not be a regulated offer which means that requirements of the FMC Act or other Acts that apply in connection with regulated offers do not apply to this.  Xero however remains subject to compliance with Part 7 Financial Reporting obligations of the FMC Act as it had transitioned to the FMC Act regime and is treated as an FMC reporting entity in respect of shares offered under the Securities Act 1978 regime and which remain allotted. Any other financial market conduct obligations that Xero may have, including obligations under Part 2 of the Act, are not affected. 

The key reasons for the grant of the exemption are that -

• it applies only to the SPP Offer made by Xero to people who already hold shares in Xero listed on ASX, and who can be taken to have assumed the degree of risk that might accompany overseas investment. This notice cannot be used for an offer of financial products to New Zealand investors more generally:
• it recognises the adequacy of the regulation of financial product offerings in Australia and that the laws of Australia require disclosure of information for investors to an extent broadly equivalent with New Zealand financial markets conduct law.  Also, ASIC, Australia’s regulatory body, is an ordinary member of IOSCO and a signatory to the IOSCO MMOU which means that the FMA will be able to obtain co-operation from ASIC if any compliance concerns arise in relation to Xero:
• Xero must comply with the financial reporting obligations contained in Part 7 of the FMC Act in relation to the offer of shares made previously to New Zealand retail investors.

Download Financial Markets Conduct (Xero Limited) Exemption Notice 2025 [PDF 427KB]