Pre-registration reviews

 

Clear, concise and effective offer information helps retail investors make more informed investment decisions.

We offer a pre-registration review service to help issuers, and their directors, feel more confident their offer documents are likely to satisfy FMA expectations.

We focus on reviewing new, novel and complex offers

You do not need to talk to us before registering your documents, particularly where there are similar types of offers already in the market that have good ‘precedents’. Our Guidance note: Effective Disclosure, clearly sets out our expectations for offer disclosure under the Securities Act 1978 during the transitional period. We have highlighted where parts of the guidance note are also relevant to offers under the FMC Act regime.

However if you are:

  • an ‘early adopter’ of a new type of product disclosure statement (PDS), or
  • offering a novel or complex offer

we are happy to talk with you to clarify whether you would benefit from the additional guidance that a pre-registration review provides.

What you can do to help

To speed up our review, any drafts of the offer documents should be in as complete a state as possible, but you should share the draft with us sufficiently early in the process so that you are still open to making substantive changes to the content or structure where necessary. Any proposed financial information should also be included e.g., pro forma, prospective or statutory.

In most cases, we will only provide feedback on one draft Word version of an offer document, and, should you request it, a design version when close to registration. This is to get a sense of how the information in the Word version will be presented.

We may agree to review a further draft of an offer document on a case-by-case basis. We are happy to discuss our feedback in person with you and your advisers. We encourage you to include representatives of the issuer in these discussions (not just the issuer’s professional advisers).

We also encourage you to indicate any exemptions that may be sought early on so we can start our internal review of these exemption applications.

How we provide guidance

Depending on the circumstances and the timetable, we can provide guidance either in writing or verbally (either by phone or in person) or both.

We expect you and your advisers to take our feedback on board and make changes that reflect this feedback, unless you disagree and say why. At this point, we are happy to have a further discussion.

Review time-frames

We aim to review an offer document within 10 working days. However, if you let us know what your timetable is from the outset we may be able to accommodate this. We can review a design version of the document more quickly if required (but this may be close to print deadlines and launch dates).

We will let you know the person who is leading your review from the start. We will also let you know about the timing and the extent of our review. It is also helpful for us to know who is involved from your end – issuer’s representative, legal advisers, auditor, bankers/lead managers and any other key stakeholders.

Getting a pre-registration review underway

Contact us 
• By email compliance@fma.govt.nz (ensure you insert "PDS HELP" in your subject line)
• By phone - 0800 434 567 (+64 3 962 2698 for overseas callers)