Financial Markets Conduct (Times-7 Group) Exemption Notice 2023

Summary:  The Financial Markets Conduct (Times-7 Group) Exemption Notice 2023 exempts Times-7 Holdings Limited and Times-7 Research Limited (together, the issuers) from compliance with the disclosure requirements of Part 3 of the Financial Markets Conduct Act 2013 (Act).

The exemption applies only to an offer (offer) of stapled securities (each consisting of a share in Times-7 Holdings Limited and a share in Times-7 Research Limited or an option to acquire, by way of issue, one share in Times-7 Holdings Limited and one share in Times-7 Research Limited) which is made by the issuers under an employee stapled securities purchase scheme to certain eligible persons including employees or directors of, or persons (other than employees) who provide personal services principally to, either of the issuers or any of their respective subsidiaries.

The exemption is subject to certain conditions requiring an offer to be consistent, as far as practicable, with the requirements of the exclusion relating to employee share purchase schemes in clause 8 of Schedule 1 of the Act (the Schedule 1 exclusion) and with clauses 10 to 12 of Schedule 8 of the Financial Markets Conduct Regulations 2014 (which relate to the Schedule 1 exclusion).

The notice also provides that the offers exempted by the notice are not regulated offers under the Act.  This means that other requirements of the Act, or other Acts, that apply in connection with regulated offers (such as the financial reporting requirements) will not apply.  Any other financial market conduct obligations the issuers may have, including obligations under Part 2 of the Act, are not affected.

Download the Financial Markets Conduct (Times-7 Group) Exemption Notice 2023