These requirements relate to offers under either the Securities Act regime or the new Financial Markets Conduct Act (FMC Act) regime.
This guide takes into account the FMC Act and the Financial Markets Conduct Regulations 2014 (FMC Regulations), and updates the previous guide, Offering securities in New Zealand and Australia under mutual recognition, jointly issued in March 2011 by ASIC and the (then) Securities Commission.
As New Zealand’s financial markets regime has undergone significant reform since the previous version of this guide, this guide also covers transitional arrangements that are in place until 1 December 2016.
Transitional Arrangements for Australian Issuers
From 1 December 2014, Australian issuers will need to consider whether to make offers of financial products to New Zealand investors under the New Zealand Securities Act 1978 and the relevant regulations, or under the FMC Act and FMC Regulations.
In the period from 1 December 2014 to 30 November 2016, Australian issuers may make an offer to New Zealand investors under the mutual recognition scheme under the New Zealand Securities Act regime. For such offers, the Australian issuer can refer to Section E of this guide. Alternatively, Australian issuers can opt for the FMC regime to apply to the offer of those financial products. Refer to the transitional arrangements discussed in the guide.
From 1 December 2016, all offers of financial products by Australian issuers to New Zealand investors must be made under the FMC regime.
Transitional Arrangements for New Zealand Issuers
In the period from 1 December 2014 to 30 November 2016, New Zealand issuers may make an offer to Australian investors under the mutual recognition scheme under the FMC Act. Alternatively, New Zealand issuers can register a prospectus and elect for the New Zealand Securities Act regime to apply to the offer of those securities.
From 1 December 2016, all offers of financial products by New Zealand issuers to Australian investors must be made under the FMC regime.
For more information on the transitional arrangements relating to the trans-Tasman mutual recognition scheme for offers of financial products, please refer to the joint guidance issued in December 2014.