Consultation paper: Scrip offers in takeovers

First published 25 August 2015

We are seeking comment on whether there is a need for exemption relief for issuers offering securities as part of a ‘scrip bid’ in a takeover offer.  A ‘scrip bid’ is a takeover bid where securities are offered wholly or partly in place of cash. 

The FMA’s preliminary view is that a class exemption under the FMC Act is not required.  Quoted issuers will in most circumstances be able to rely on the same class exclusion under Schedule 1.  Same class relief will not be available for offers by issuers who are not quoted.  However, we understand that offers of unquoted scrip have not been a recent feature of the NZ market and that there has been no recent reliance on the existing Securities Act exemption. 

We invite you to review our consultation and share your feedback with us by 25 September 2015.  All comments should be submitted to [email protected] with the subject line: ‘Scrip offers in takeovers: [Your entity name]’.