Financial Markets Conduct (Kiwibank Limited-Offer of PPS) Exemption Notice 2021

Summary: The Financial Markets Conduct (Kiwibank Limited–Offer of PPS) Exemption Notice 2021 exempts Kiwibank Limited (Kiwibank), which is a registered bank, from certain disclosure requirements under section 57(1)(b)(ii) of the Financial Markets Conduct Act 2013 (the Act) and Schedule 3 of the Financial Markets Conduct Regulations 2014 (the Regulations) in respect of a proposed offer of perpetual preference shares (the PPS) subject to conditions requiring the disclosure of alternative information. The PPS are to be issued by Kiwibank for the purposes of constituting Additional Tier 1 capital under the Reserve Bank of New Zealand's banking prudential requirements applicable to registered banks.

Although the PPS are equity securities for the purposes of the Act, they share a number of similarities with debt securities. As a result, many of the disclosure requirements for equity securities under Schedule 3 of the Regulations are not appropriate for an offer of PPS, and certain requirements from Schedule 9 of the Regulations (which sets out disclosure requirements for offers of debt securities by registered banks) would be more appropriate. Under the conditions of the exemptions, Kiwibank must comply with alternative disclosure requirements which are based on Schedule 9 and are modified to reflect the particular characteristics of the PPS. These alternative disclosure requirements will result in the product disclosure statement and the register entry for an offer of PPS containing more appropriate and meaningful information for potential investors than disclosure based purely on the requirements of Schedule 3 of the Regulations.