Financial Markets Conduct (CIP Group) Exemption Notice 2025

The Financial Markets Conduct (CIP Group) Exemption Notice 2025 (Notice) exempts CIP Holdings No. 2 Limited (CIPH2L), CIP Holdings Limited (CIPHL), and Crown TopCo Limited (New TopCo), from Part 3 of the Financial Markets Conduct Act 2013 (Act) in relation to offers for the issue of shares in New TopCo and shares in CIPH2L to shareholders of CIPHL (existing shareholders) under a proposed scheme of arrangement (scheme) pursuant to Part 15 of the Companies Act 1993. The Notice also provides that offers exempted by this Notice are not regulated offers under the Act.

The scheme relates to a proposed restructure of CIPHL and its subsidiaries (the CIP Group) as part of an acquisition, whereby New TopCo will be the new parent company of the CIP Group. If the scheme is approved by the High Court, the proposed restructure will involve a regulated offer of shares in CIPH2L and in New TopCo to the existing shareholders, in exchange for a cash payment and the transfer of shares in CIPHL held by those shareholders. The shares in New TopCo will be held 50% by an external investor and 50% by CIPH2L. The former CIPHL shareholders will receive shares in CIPH2L in the same proportion (subject to rounding) as their respective shareholding in CIPHL immediately preceding the implementation of the scheme.

The exemption is subject to a range of conditions, the effect of which is that:

• The proposed acquisition and restructure of the CIP Group proceeds by way of the scheme approved by the High Court under Part 15 of the Companies Act;
• the scheme, if approved, is carried out in accordance with the terms of the exemption notice;
• the scheme booklet contains information that is pertinent to CIPHL shareholders deciding how to vote on the scheme.

The key reasons for granting the exemptions (which are set out in full in the Statement of Reasons accompanying the Notice) include:

• The offer is limited to shareholders of CIPHL and therefore to persons expected to already be familiar with the assets and business of the CIP Group;
• conditions of the exemption require that the offer can only be made if New TopCo becomes the parent of the CIP Group, and the underlying assets and business of the CIP Group are the same after the implementation of the scheme as before it;
• the information shareholders require to make an assessment of whether to proceed with the scheme is different from the information prescribed by Part 3 of the Act and the Financial Market Conduct Regulations 2014. The conditions to the exemption ensure alternative and more relevant disclosure is made to the existing shareholders to assist them in making an informed decision;
• CIPHL, CIPH2L and New TopCo each remain subject to the fair dealing provisions in Part 2 of the Act;
• the scheme process is overseen by the High Court. The High Court will need to be satisfied that the scheme documents (including the scheme booklet) include sufficient information for a CIPHL shareholder to make an informed decision as to how to vote on the scheme;
• following the implementation of the scheme, CIPHL shareholders will receive the same level of financial reporting information under the Companies Act 1993 as they received prior to the implementation of the scheme;
• as such, the FMA is satisfied that the exemptions are necessary and desirable to provide for timely, accurate and understandable information to be provided to CIPHL shareholders to assist them to make a confident and informed decision on the scheme, and to avoid unnecessary compliance costs;
• given the exemption is limited to the offer of financial products to existing CIPHL shareholders made in the context of the scheme, and the key impact of the exemption is to provide relief from the requirement to provide information that is not material to CIPHL shareholders’ decision on whether to approve the scheme, the FMA is satisfied that the exemption is not broader than reasonably necessary to address the matters that gave rise to the exemptions.

Download Financial Markets Conduct (CIP Group) Exemption Notice 2025 [PDF 287KB]