FMA asked Stock & Share Trading Company Pty Ltd for an enforceable undertaking and issued warning disclosure order to include FMA warning letter with any unsolicited offer they make to ensure investors make an informed decision.
Enforceable undertaking to Include FMA Statement in Unsolicited Offer Documents by Stock & Share director
"1. I understand the Financial Markets Authority (FMA) is considering whether or not to make an order under section 49(1) of the Financial Markets Authority Act (FMA Act) against Stock & Share Trading Company Pty Limited (Stock & Share). Specifically, whether to make an order requiring that any offer document containing an unsolicited offer to purchase securities made by or on behalf of Stock & Share or any associated persons of it, contain a copy of the warning issued by FMA on 8 July 2011 at the beginning of the offer document.
2. Stock & Share hereby undertakes to include a warning in the form attached to this letter (in the same layout and in the same or larger font size) at the beginning of any unsolicited offer documents it may issue.
3. For this purpose, an 'offer document' means a document that contains or refers to an offer to acquire or dispose of securities, and includes any advertisement that refers to an interest in acquiring securities; and 'unsolicited offer' means an offer to which all of the following apply:
(a) the offer is to acquire a security, to acquire a power to dispose of a security, or to acquire another interest in or right attaching to a security, made by a person (A) to another person (B) (whether the acquisition is by A or an associate person of (A)' and
(b) it is unsolicited by B; and
(c) it is not made on a registered market; and
(d) it is not a takeover offer for securities under the Takeovers Code or an acquisition or a redemption by a company of its shares under the Companies Act 1993.
Financial Markets Authority Statement
"This offer document contains an offer from Stock & Share Trading Company Pty Limited to buy your [describe securities]. Before you accept this offer, you should carefully read the details of what you will be paid and when, and any fine print anywhere on the offer or forms.
Make sure you have read and understood the terms of the offer. The Financial Markets Authority recommends that you talk to an authorised financial adviser and find out what your investment is really worth before selling it.
The price offered for your investment under this offer is $[price] per [share/bond/unit].
If listed: As at the close of [offer date] the market price of the shares on the NZX was [market price]. You can check the most recent share price for [name of company] on the NZX website at www.nzx.com or in newspapers. The stock code for [name of company] is [code].
If not listed: [include pricing information] You can find out how much your investment is likely to be worth from an authorised financial adviser, the company that offers the investment, or (if the company you invested in is in receivership) from the receivers. Receivers reports can give a good indication of how much you are likely to receive for your investment. You can find copies of the receivers reports by searching under the companies name on the Companies Office website www.companies.govt.nz.
You can find an authorised financial adviser by searching the Yellow® Pages for "financial advisers". Further guidance for investors is available on the Financial Markets Authority's website www.fma.govt.nz"
FMA cautioned investors to be wary of unsolicited offers being made by Stock & Share Trading Company Pty Limited for shares and other securities. Stock & Share's offers are often significantly less than the market value of the securities.
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