|Name of notice||Financial Markets Conduct (Centuria Capital Group) Exemption Notice 2020|
|Gazette Notification Date||2020-03-19|
|Date In Force||2020-03-19|
|Act||Financial Markets Conduct 2013|
On 17 March 2020, the FMA granted the Financial Markets Conduct (Centuria Capital Group) Exemption Notice 2020 (Download the Notice PDF).
The Notice relates to Centuria Capital Group, an ASX listed property investment manager. Centuria Capital Group intends to make a full takeover offer (offer) under Part 7 of the Takeovers Code for all of the shares in Augusta Capital Limited, an NZX listed property investment manager. As consideration for the offer, all Augusta shareholders will be offered a choice of cash or ASX-listed “Centuria stapled securities”, or a combination of both.
The Notice provides exemptions to the issuers of the Centuria stapled securities from the disclosure and government requirements of Parts 3 and 4 of the Financial Markets Conduct Act (Act). In the absence of the Notice, the offer would constitute a regulated offer of an equity security and a regulated offer of a managed investment product under the Act.
The exemption are subject to a number of conditions, including conditions analogous to a modified form of the same class exclusion, which recognises the existing quotation of the Centuria stapled securities on the ASX and the applicable continuous disclosure and financial reporting obligations. In addition to this information about the price and trading history of the Centuria stapled securities, Augusta shareholders will receive information required under the Takeovers Code in relation to the offer (including a report by an independent adviser on the merits of the offer, and an offer document), in addition to the certain material information and warning statements required by further conditions.
A key reason for granting the exemption is that, in these circumstances, the FMA is satisfied that the exemptions are desirable in order to promote the purposes of the Act, specifically by ensuring timely, accurate and understandable information is provided to all Augusta shareholders in order to assist those shareholders to make confident and informed decisions relating to the takeover offer.
Given the exemption is limited to the offer of Centuria stapled securities to existing shareholders of Augusta made in the context of a takeover offer under the Takeovers Code, and in light of the conditions requiring additional information and warnings to be provided to subscribers, FMA considers the exemptions are not broader than reasonably necessary to address the matters that gave rise to them.