(1) Every registered prospectus that relates to an offer of—

• (a) equity securities must contain all of the information, statements, and other matters specified in Schedule 1 that are applicable:

• (b) debt securities must contain all of the information, statements, and other matters specified in Schedule 2 that are applicable:

• (c) participatory securities must contain all of the information, statements, and other matters specified in Schedule 3 that are applicable:

• (d) units in a unit trust must contain all of the information, statements, and other matters specified in Schedule 4 that are applicable:

• (e) life insurance policies must contain all of the information, statements, and other matters specified in Schedule 5 that are applicable:

• (ea) interests in a KiwiSaver scheme other than a restricted scheme must contain all of the information, statements, and other matters specified in Schedule 5A that are applicable:

• (f) interests in any other superannuation scheme must contain all of the information, statements, and other matters specified in Schedule 6 that are applicable.

(2) Subclause (1)(a), (b), and (d) are subject to regulations 6 to 11.

(1) Regulation 5 does not apply in respect of a registered prospectus if—

• (a) the prospectus relates only to—

  • (i) an offer of equity securities or convertible securities made by the issuer of the securities to persons who already hold equity securities or convertible securities of the issuer; or

  • (ii) an offer of debt securities (not being convertible securities or other securities that may be converted into equity securities) made by the issuer of the securities to persons who already hold equity securities, convertible securities, or debt securities of the issuer; or

  • (iii) an offer of units in a unit trust made by the manager of the unit trust to persons who already hold units in the unit trust or securities that are convertible into units in the unit trust; and

• (b) the prospectus instead complies with the requirements set out in regulation 7; and

• (c) the issuer of the securities is a company; and

• (d) in the case of an offer of—

  • (i) equity securities, convertible securities, or debt securities, the requirements in subclause (3) or (4) (or both) are satisfied:

  • (ii) units in a unit trust, the requirements in subclause (3) are satisfied.

(2) Subclause (1)(a) applies whether or not the offer is renounceable in favour of any other person (and, if the offer is renounceable, the prospectus may also relate to an offer of the securities to persons in whose favour an offer to which subclause (1)(a) applies has been renounced).

(3) For the purposes of subclause (1)(d), the requirements are that a copy of the latest financial statements, together with a copy of the auditor's report on those statements,—

• (a) have previously been sent to the persons who were, at the time those financial statements were sent, holders of the same class of securities as that held by the persons to whom the offer is being made; or

• (b) are attached to every registered prospectus given or sent to any person under the Act.

(4) For the purposes of subclause (1)(d), the requirements are that—

• (a) a notice under section 209(1)(b) of the Companies Act 1993 (being a notice that refers to an annual report that includes the latest financial statements) has previously been sent to the persons who were, at the time that notice was sent, holders of the same class of securities as that held by the persons to whom the offer is being made; and

• (b) every registered prospectus given or sent to any person under the Act contains, or is accompanied by,—

  • (i) another notice containing the statements specified in section 209(3) of the Companies Act 1993 with necessary modifications, including that the statements required by section 209(3)(a) and (d)(i) must refer to the period of the offer rather than to within 15 working days of receiving the notice; and

  • (ii) a statement that the annual report includes the latest financial statements.

(5) In this regulation,—

For the purposes of regulation 6(1)(b), a registered prospectus that relates to an offer of—

• (a) equity securities must contain all of the information, statements, and other matters specified in Schedule 7 that are applicable:

• (b) debt securities must contain all of the information, statements, and other matters specified in Schedule 8 that are applicable:

• (c) units in a unit trust must contain all of the information, statements, and other matters specified in Schedule 9 that are applicable.

(1) Regulations 9 to 11 provide for the use of a simplified disclosure prospectus by a person who is subject to a disclosure obligation.

(2) Regulations 9 to 11 do not apply to an offer of any renewal or variation referred to in the definitions of debt security, equity security, and unit in the Act.

Regulation 5 does not apply in respect of a registered prospectus if—

• (a) the prospectus relates only to an offer of equity securities, debt securities, or units in a unit trust made by the issuer of the securities; and

• (b) the prospectus instead contains all of the information, statements, and other matters specified in Schedule 10 that are applicable; and

• (c) the securities are of the same class as securities that are listed at the time of the offer; and

• (d) the prospectus contains a statement to the effect that the issuer will take steps to ensure that the securities are, immediately after allotment, listed; and

• (e) the issuer of the securities—

  • (i) is a company; and

  • (ii) is a listed issuer; and

  • (iii) is not prohibited from using a simplified disclosure prospectus by a prohibition order.

Regulation 5 does not apply in respect of a registered prospectus if—

• (a) the prospectus relates only to an offer of equity securities or debt securities made by the issuer of the securities; and

• (b) the prospectus instead contains,—

  • (i) in the case of an offer of equity securities, all of the information, statements, and other matters specified in Schedule 11 that are applicable:

  • (ii) in the case of an offer of debt securities, all of the information, statements, and other matters specified in Schedule 12 that are applicable; and

• (c) the securities meet the requirements in regulation 11; and

• (d) the issuer of the securities—

  • (i) is a company; and

  • (ii) is a listed issuer; and

  • (iii) is not prohibited from using a simplified disclosure prospectus by a prohibition order.

(1) For the purposes of regulation 10(c),—

• (a) if the securities are equity securities (other than securities referred to in paragraph (b)), the securities must, in each of the following circumstances, rank equally with, or in priority to, 1 or more of the other equity securities of the issuer that are listed at the time of the offer:

  • (i) a liquidation of the issuer:

  • (ii) the payment of a dividend:

• (b) if the securities are options to subscribe for equity securities, those equity securities to which the options relate are securities of the kind specified in paragraph (a):

• (c) if the securities are debt securities, the securities must, in a liquidation of the issuer, rank equally with, or in priority to,—

  • (i) 1 or more other debt securities of the issuer that are listed at the time of the offer; or

  • (ii) 1 or more equity securities of the issuer that are listed at the time of the offer; or

  • (iii) in the case of securities offered for the purposes of a unit trust, the units in the unit trust that are listed at the time of the offer:

• (d) if the securities are convertible securities that will be converted, or are or will become convertible, into equity securities, the securities must meet the requirements in paragraph (c) and those equity securities must, in each of the following circumstances, rank equally with, or in priority to, 1 or more of the other equity securities of the issuer that are listed at the time of the offer:

  • (i) a liquidation of the issuer:

  • (ii) the payment of a dividend:

• (e) if the securities are convertible securities that will be converted, or are or will become convertible, into units in a unit trust,—

  • (i) the securities must meet the requirements in paragraph (c); and

  • (ii) those units must be of the same class as units in the unit trust that are listed at the time of the offer; and

  • (iii) the prospectus must contain a statement to the effect that the issuer will take steps to ensure that those units are, immediately after the conversion, listed.

(2) If the debt securities are offered for the purposes of a unit trust, the reference to a liquidation of the issuer in subclause (1)(c) and clause 5 of Schedule 12 must be treated as a reference to the winding up of the trust on its termination.

(3) In this regulation,—

If a statement required to be included in a registered prospectus would be misleading if additional information were not also included, the prospectus must also contain that additional information.

(1) If a valuation is included or referred to in a registered prospectus, the prospectus must state—

• (a) the method of valuation; and

• (b) the date of the valuation; and

• (c) the identity of the valuer; and

• (d) the existence and nature of any relationship (other than that of valuer) that the valuer has with, or interest that the valuer has in, the issuer or in any associated persons of the issuer; and

• (e) the existence and nature of any interest that the valuer has in the property being valued; and

• (f) the existence and nature of any relationship that the valuer has with any other person who has a material interest in the property being valued.

(2) If a valuation to which subclause (1) applies consists only of the expression of an opinion by the directors, the registered prospectus must state that fact.

If prospective financial information is included in a registered prospectus, the prospectus must contain a statement of the principal assumptions on which the prospective financial information is based.

(1) If these regulations require any information, statement, certificate, or other matter relating to an issuing group, a borrowing group, a group, a body corporate, a business, or a scheme for a stated period, the information, statement, certificate, or other matter need not relate to any part of the stated period during which no part of the group, body corporate, business, or scheme was in existence.

(2) Subclause (1) applies despite regulations 5 to 10.

If the matters required to be stated or contained in a registered prospectus under any of Schedules 1 to 12 are not set out in the prospectus in the same order as they appear in the schedule, the prospectus must contain an index showing the page of the prospectus on which each of those matters appears.

Nothing in this Part limits Part 4.

(1) Every prospectus delivered to the Registrar for registration under the Act must have attached to it or be accompanied by—

• (a) a copy of any material contract disclosed under clause 17 of Schedule 1, clause 10 of Schedule 2, clause 14 of Schedule 3, clause 14 of Schedule 4, clause 9 of Schedule 5, clause 11 of Schedule 5A, or clause 9 of Schedule 6, or, if the contract is not in writing, a document giving full particulars of the contract; and

• (b) if a contract referred to in paragraph (a) is wholly or partly in a foreign language, a correct translation of the contract in English; and

• (c) if a copy of an auditor's report is required to be contained in the prospectus under clause 28 of Schedule 1, clause 22 of Schedule 2, clause 25 of Schedule 3, clause 18 of Schedule 4, clause 12 of Schedule 5, clause 14 of Schedule 5A, or clause 12 of Schedule 6,—

  • (i) the signed report; and

  • (ii) a statement, dated not earlier than 7 days before the specified date and signed by the auditor (either in his or her own name or that of his or her firm), that he or she consents to the report appearing in the prospectus in the form in which it appears; and

• (d) if regulation 6 applies to the prospectus, copies of the latest financial statements referred to in that regulation together with a copy of the auditor's report on those statements; and

• (e) if Schedule 5 applies to the prospectus, specimen copies of life insurance policies to which the prospectus relates; and

• (f) if Schedule 5A or 6 applies to the prospectus, a copy of the trust deed for the superannuation scheme to which the prospectus relates (incorporating or together with all amendments to the trust deed) except that—

  • (i) the copy of the trust deed need not include any provision of the trust deed that is information about an identifiable security holder or prospective investor; and

  • (ii) this paragraph does not apply in respect of a prospectus if a copy of the trust deed (incorporating or together with all amendments to the trust deed) has already been registered by, or filed with, the Registrar; and

• (g) if any of Schedules 10 to 12 apply to the prospectus, copies of—

  • (i) the disclosed information as defined in clause 6 of Schedule 10, clause 14 of Schedule 11, or clause 15 of Schedule 12 (as the case may be); and

  • (ii) the financial statements and any interim financial statements referred to in clauses 7 and 8 of Schedule 10, clauses 15 and 16 of Schedule 11, or clauses 16 and 17 of Schedule 12 (as the case may be).

(2) Subclause (1)(a) and (b) do not apply in respect of a contract if the copy or document, and translation, has already been registered by, or filed with, the Registrar.

(1) Every investment statement must contain, in a succinct manner, all of the information, statements, and other matters specified in Schedule 13 that are applicable to the securities to which the investment statement relates.

(2) Subclause (1) applies in addition to the other requirements set out in the Act.

(3) An investment statement may state that additional information about a matter specified in Schedule 13 is set out in a registered prospectus (or, in the case of a registered bank, a disclosure statement).

(4) Nothing in this regulation or regulations 20 and 21 limits the information, statements, or other matters that may be contained in an investment statement.

If a matter specified in Schedule 13 is not applicable to the securities to which an investment statement relates, the investment statement is not required to refer to that matter and, in particular, is not required to state that the matter is not applicable.

(1) All information, statements, and other matters specified under an italicised question set out in Schedule 13 that are required to be contained in an investment statement in respect of a security must be set out together in the investment statement under that question.

(2) Despite subclause (1), an investment statement may, rather than repeating contact details, contain a cross-reference to the statement of those contact details elsewhere in the investment statement.

Nothing in this Part limits Part 3 or 4.

An advertisement must not contain any information, sound, image, or other matter that is likely to deceive, mislead, or confuse with regard to any particular that is material to the offer of securities contained or referred to in the advertisement.

An advertisement must not contain any information, sound, image, or other matter that is inconsistent with any investment statement, registered prospectus, or disclosure statement for the securities to which the advertisement relates.

(1) An advertisement must not state or imply that the securities to which it relates are guaranteed by any person without also stating—

• (a) the name of the guarantor; and

• (b) the nature and amount of the guarantee; and

• (c) whether or not the guarantee is secured and, if so, the nature and amount of the security.

(2) However, subclause (1)(b) and (c) do not apply if the Crown is the guarantor and its guarantee—

• (a) is unconditional; or

• (b) is subject only to the condition that the issuer or any other person has failed to repay the securities.

(1) An advertisement must not—

• (a) state the amount of assets, or net assets, of any person or persons, other than the total assets, or net assets, of the issuing group, borrowing group, scheme, life insurance company, or mortgagor under a contributory mortgage (as the case may be), or of a guarantor of the securities to which the advertisement relates; or

• (b) state the amount of the total assets of an issuing group, borrowing group, scheme, life insurance company, mortgagor under a contributory mortgage, or guarantor without also stating with equal prominence the amount of the total liabilities of that group, scheme, company, mortgagor, or guarantor; or

• (c) state the amount of the net assets, or the amounts of the total assets and total liabilities, of an issuing group, borrowing group, scheme, life insurance company, mortgagor under a contributory mortgage, or guarantor, except as provided in subclause (2).

(2) The advertisement may state the amounts referred to in subclause (1)(c) if—

• (a) the amounts shown appear in—

  • (i) the most recent audited statement of financial position of the group, scheme, life insurance company, mortgagor, or guarantor and that statement is dated no earlier than 18 months before the date of distribution of the advertisement; or

  • (ii) an interim statement of financial position of the group, scheme, life insurance company, mortgagor, or guarantor contained in the registered prospectus or accompanying a certificate registered in relation to the prospectus under section 37A(1A) of the Act; and

• (b) the advertisement states the date of the statement of financial position, states that the amounts have been calculated as at that date, and states whether the amounts have been taken from audited or unaudited financial statements.

(3) Subclause (1) does not prevent an advertisement from containing or referring to—

• (a) a statement of financial position that complies with generally accepted accounting practice; or

• (b) a summary statement of financial position prepared in accordance with FRS-43.

(3A) This regulation does not apply in respect of an annual or a quarterly disclosure statement (including its data file) that is made publicly available under the KiwiSaver (Periodic Disclosure) Regulations 2013.

(4) In this regulation, guarantor means, in relation to securities, a person (other than the issuer of the securities) who—

• (a) is unconditionally liable (whether or not jointly or severally with the issuer or any other person) to repay the securities; or

• (b) is liable to repay the securities subject only to the condition that the issuer or any other person has failed to do so.

(1) An advertisement must not refer to any debt securities (other than securities the issuer of which is the Crown) without also stating either that the securities are unsecured or the nature and ranking in point of security of the securities.

(2) An advertisement must not state or imply that securities are secured, other than by use of the word “secured” accompanied by a statement of the nature and ranking in point of security of the securities.

An advertisement must not contain prospective financial information unless—

• (a) the advertisement also contains a statement of the principal assumptions and method of calculation in accordance with which the information is calculated; or

• (b) the advertisement refers to a registered prospectus for the securities to which it relates and either—

  • (i) the prospective financial information is also contained in the prospectus; or

  • (ii) in the case of an advertisement that contains prospective financial information that is personal to a person to whom the advertisement is distributed, the prospectus sets out the principal assumptions and method of calculation in accordance with which the information is calculated.

Nothing in this Part limits Part 4.

(1) An advertisement must not be distributed to the public unless a certificate that complies with subclause (2) has been completed in respect of the advertisement at the time at which the advertisement is distributed.

(2) A certificate for the purposes of subclause (1) must be in the form set out in Schedule 14 and must be signed,—

• (a) if the issuer is the Crown, by a person authorised by a Minister of the Crown to sign certificates of that kind:

• (b) if the issuer has only 1 director, by that director or by his or her agent authorised in writing:

• (c) if the issuer has 2 or more directors, by at least 2 persons, each of whom must be a director or an agent of a director authorised in writing.

Regulation 30(1) does not apply—

• (a) in respect of an authorised advertisement that contains all of the following information that is applicable, but no other information:

  • (i) the name, address, and other contact details of the issuer and the logo customarily used by the issuer; and

  • (ii) a description of the securities being offered, a description of the terms of the offer, and a brief description of any rights or privileges attaching to the securities; and

  • (iii) the rate or rates of interest (if any) that may be earned by holding the securities being offered; and

  • (iv) the information specified in regulations 25, 27, and 38 (which relate to guarantees, unsecured and secured securities, rates of returns, and taxation of returns); and

  • (v) the names of the principal stockbroker to, and the underwriter of, the offer; and

  • (vi) a description, or the amounts or rates, of the fees and charges payable by a subscriber for the securities; and

  • (vii) the information specified in section 38 of the Act:

• (ab) in respect of a document, information, or other matter required to be made publicly available under section 54C of the Act that is an advertisement only by reason of section 2A(2)(c) of the Act:

• (ac) in respect of an annual or a quarterly disclosure statement (including its data file) that is made publicly available under the KiwiSaver (Periodic Disclosure) Regulations 2013:

• (b) in respect of an advertisement if it is the same as another advertisement in respect of which a certificate that complies with regulation 30(2) has been completed except for either or both of the following differences:

  • (i) a rate or rates of interest shown in one of the advertisements differs from a rate or rates of interest shown in the other advertisement:

  • (ii) the advertisement contains prospective financial information personal to a person to whom the advertisement is distributed calculated in accordance with assumptions and a method of calculation stated in both advertisements.

(1) Every certificate completed in respect of an advertisement for the purposes of regulation 30 must be held by or on behalf of the issuer of the securities to which the advertisement relates for at least 12 months from the date of the last distribution of the advertisement.

(2) If an issuer fails to comply with subclause (1), the issuer, and every principal officer of the issuer, commits an offence and is liable on conviction to a fine not exceeding $5,000.

(3) It is a defence to a charge against a principal officer under subclause (2) if the defendant proves that the disposal of the certificate by the issuer took place without his or her knowledge or against his or her advice.

(1) Every person commits an offence who knows, or ought reasonably to know, that a certificate that complies with regulation 30(2) has not been completed in respect of an advertisement and,—

• (a) being a proprietor of a newspaper or magazine, distributes the advertisement to the public in contravention of regulation 30(1) by means of the newspaper or magazine; or

• (b) being a person that controls the content of an Internet site, distributes the advertisement to the public in contravention of regulation 30(1) by means of the Internet site; or

• (c) being a person that controls the content of an audio or visual service provided to subscribers of the service by means of telecommunications, distributes the advertisement to the public in contravention of regulation 30(1) by means of that service; or

• (d) being a broadcaster (within the meaning of the Broadcasting Act 1989), distributes the advertisement to the public in contravention of regulation 30(1) by means of a broadcasting station operated by that person; or

• (e) being a person that exhibits films to the public (within the meaning of the Films, Videos, and Publications Classification Act 1993), distributes the advertisement to the public in contravention of regulation 30(1) by means of the exhibition of a film.

(2) Subclause (1) does not limit regulation 34.

(3) Every person who commits an offence against this regulation is liable on conviction to a fine not exceeding $5,000.

(1) If an advertisement is distributed to the public in contravention of regulation 30(1), the issuer, and every principal officer of the issuer, commits an offence and is liable on conviction to a fine not exceeding $5,000.

(2) It is a defence to a charge under subclause (1) if—

• (a) the defendant proves that the advertisement was distributed without his or her knowledge or against his or her advice; or

• (b) the defendant is a principal officer and he or she proves that, at the time the advertisement was so distributed, he or she had reasonable grounds to believe, and did believe, that a certificate that complied with regulation 30(2) had been completed in respect of the advertisement.

(3) Subclause (1) does not limit regulation 33.

A registered prospectus or an advertisement must not state or imply that a person is, or intends to become, a member or shareholder of the issuer of the securities to which it relates without also stating whether or not the securities are guaranteed by that person.

A registered prospectus or an advertisement must not state or imply that investment in the securities to which it relates is safe or free from risk.

A registered prospectus or an advertisement must not state or imply that it, or the offer of securities to which it relates, has been approved by the FMA or Registrar.

(1) A registered prospectus or an advertisement must not state the rate or rates of returns that may be earned by holding securities unless the prospectus or advertisement states any minimum amount or amounts of the securities that would have to be held, and any minimum period or periods during which the securities would have to be held, in order to earn that rate or those rates.

(2) An advertisement must not refer to any tax advantages in holding the securities referred to in the advertisement unless a registered prospectus or disclosure statement that is referred to in the advertisement sets out a full statement of those advantages.

(3) A registered prospectus must not refer to any liability for taxation of returns payable in respect of a security unless the registered prospectus makes it clear that the liability is that prescribed by current enactments.

(4) In this regulation, returns—

• (a) means interest or other payments in the nature of income; but

• (b) does not include any payment in the nature of capital.

(1) A registered prospectus or an advertisement must not state or imply, except as permitted under this regulation, that—

• (a) the securities to which it relates are or will be tradeable on a securities market; or

• (b) an application has been or will be made to enable the securities to be traded on a securities market; or

• (c) a securities market is regulated under New Zealand law, unless that securities market is a licensed market.

(2) If the securities have not been approved for trading on a licensed market, the registered prospectus must contain a statement to this effect (unless the securities are life insurance policies or interests in a superannuation scheme).

(3) If the securities are or will be tradeable on a securities market or an application has been or will be made to enable the securities to be traded on a securities market, a registered prospectus or an advertisement may contain any statement about trading the securities on that market or the application that is approved by the market operator.

(4) If a registered prospectus or an advertisement contains a statement under subclause (3), the prospectus or advertisement must also state whether or not the securities market is a licensed market.

(1) Every trust deed required for the purposes of the Act and relating to debt securities must include provisions specifying the matters set out in Schedule 14A.

(2) Subclause (1) does not limit the provisions that may be contained in a trust deed required for the purposes of the Act and relating to debt securities.

(1) Clauses 1 to 3E of Schedule 15 are deemed to be contained in every trust deed required for the purposes of the Act and relating to debt securities.

(2) In addition, clauses 4 to 10 of Schedule 15 are deemed to be contained in every trust deed referred to in subclause (1) for an issuer that,—

• (a) in the ordinary course of business, continuously offers debt securities to the public for subscription; and

• (b) carries on the business of lending money or providing financial services; and

• (c) is not—

  • (i) a building society (within the meaning of section 2(1) of the Building Societies Act 1965); or

  • (ii) a credit union (within the meaning of section 2 of the Friendly Societies and Credit Unions Act 1982); or

  • (iii) a co-operative company registered under Part 2 or 3 of the Co-operative Companies Act 1996.

(3) Subclause (4) applies if—

• (a) clauses 4 to 10 of Schedule 15 (or clauses 4 to 11 of Schedule 5 of the Securities Regulations 1983) have, at any time, been deemed to be contained in a trust deed; and

• (b) after that time, the issuer ceases to be a person that meets the requirements in subclause (2)(a) or (b) (or both); and

• (c) the issuer is not in receivership or liquidation or subject to statutory management.

(4) Clauses 4 to 10 of Schedule 15 are, and continue to be, deemed to be contained in the trust deed.

(5) [Revoked]

(6) See also the clauses in Schedule 3 of the Securities (Moratorium) Regulations 2009, which are also deemed to be contained in every trust deed required for the purposes of the Act relating to debt securities (whether or not the trust deed was registered before the date of commencement of those regulations), where those regulations apply.

(1) Every deed of participation required for the purposes of the Act and relating to participatory securities must include provisions specifying the matters set out in Schedule 16.

(2) Subclause (1) does not limit the provisions that may be contained in a deed of participation required for the purposes of the Act and relating to participatory securities.

The clauses set out in Schedule 17 are deemed to be contained in every deed of participation required for the purposes of the Act and relating to participatory securities.

(1) Regulation 39A applies whether or not the trust deed was registered before 1 October 2011.

(2) However, if a trust deed is registered before 1 October 2011, regulation 39A only applies to the trust deed on and after 1 October 2012.

(3) Subclause (2) does not prevent a trust deed from specifying the matters set out in Schedule 14A before 1 October 2012.

Regulations 40 to 42 apply whether or not the trust deed or deed of participation was registered before the date on which this regulation comes into force.

(1) This regulation applies to every unit trust in which units have been allotted, whether before or after the commencement of this regulation, pursuant to an offer of securities to the public.

(2) The following clauses are deemed to be contained in the trust deed for a unit trust to which this regulation applies:

(1) This regulation applies to every KiwiSaver scheme other than a restricted KiwiSaver scheme.

(2) The following clauses are deemed to be contained in the trust deed for a KiwiSaver scheme to which this regulation applies:

Regulations 43A and 43B apply whether or not the trust deed for a unit trust or KiwiSaver scheme was entered into before the date on which this regulation comes into force.

The documents, information, and other matters that may be requested by a security holder from an issuer under section 54B of the Act are as follows:

• (a) a copy of the most recent annual report of the issuer (or, if the issuer is a manager or superannuation trustee, the scheme) that is required to be prepared under the Companies Act 1993 or that is otherwise sent, or required to be sent, by the issuer to persons entitled by any enactment or rule of law to receive an annual report of the issuer or scheme:

• (b) a copy of the most recent financial statements of the issuer (or, if the issuer is a manager or superannuation trustee, the scheme) required to be registered under the Financial Reporting Act 1993 or lodged under the Financial Markets Conduct Act 2013, together with a copy of the auditor's report on those statements:

• (c) a copy of any deed of trust or deed of participation relating to the securities held by the security holder (incorporating or together with all amendments to the deed), except that the copy of the deed need not include information about any identifiable security holder or prospective investor:

• (d) a copy of—

  • (i) any guarantee of payment of any money owing in respect of the securities held by the security holder; and

  • (ii) the most recent annual or half-yearly financial statements of the guarantor (or, at the option of the issuer, if a guarantor is a member of a guaranteeing group, the most recent annual or half-yearly financial statements of the group) together with all documents that are required by any enactment or rule of law to be incorporated in, be attached to, or accompany those financial statements:

• (e) a copy of the most recent prospectus relating to securities of the kind held by the security holder, together with copies of any documents registered under the Act for the purpose of extending the period during which allotments may be made under the prospectus:

• (f) a copy of the most recent investment statement relating to securities of the kind held by the security holder:

• (g) if prospective information about returns on the securities held by the security holder was contained in any prospectus, disclosure statement, or advertisement, a comparison (if practicable, in the same form and for the same period as the prospective information) of the actual returns against the prospective returns:

• (h) if prospective financial information about the issuer (or, if the issuer is a manager or superannuation trustee, the scheme) was contained in any prospectus, disclosure statement, or advertisement, a comparison (if practicable, in the same form and for the same period as the prospective financial information) of the actual results against the prospective financial information:

• (i) if any of Schedules 10 to 12 apply to the prospectus, copies of—

  • (i) the disclosed information as defined in clause 6 of Schedule 10, clause 14 of Schedule 11, or clause 15 of Schedule 12 (as the case may be); and

  • (ii) the financial statements and any interim financial statements referred to in clauses 7 and 8 of Schedule 10, clauses 15 and 16 of Schedule 11, or clauses 16 and 17 of Schedule 12 (as the case may be).

(1) For the purposes of the Act, term life insurance policy means a life insurance policy—

• (a) under which an amount (other than an amount not exceeding the sum of the premiums paid to the issuer) is payable only if during the term of the policy the life insured dies or becomes ill or disabled; and

• (b) that is for a specified term that is less than the life expectancy of the life insured (measured in accordance with generally accepted actuarial practice) at the time the policy is issued.

(2) For the purposes of the Act, a term life insurance policy is not a life insurance policy or a security.

(1) For the purposes of section 5(2D)(a) of the Act, call debt security means a debt security under which—

• (a) the security holder has a right to demand repayment of the principal sum in full at any time; and

• (b) the issuer has an obligation to repay the principal sum in full not later than 1 working day after the demand is made; and

• (c) the rate of interest payable or any other benefit provided does not alter as a result of the demand being made; and

• (d) no fee or other amount is payable as a result of the principal sum not having been held by the issuer for a particular period of time.

(2) For the purposes of section 5(2D)(b) of the Act, call building society share means a share issued by a building society under which—

• (a) the shareholder has a right to demand repayment of the value of the share in full at any time; and

• (b) the building society has an obligation to repay the value of the share in full not later than 1 working day after the demand is made; and

• (c) the rate of dividend or interest payable or any other benefit provided does not alter as a result of the demand being made; and

• (d) no fee or other amount is payable as a result of the principal sum not having been held by the issuer for a particular period of time.

The rate of interest payable under sections 37(6), 37A(7), and 43H(1) of the Act is 10% per annum.

(1) The Securities Regulations 1983 (SR 1983/121) are revoked on the close of 30 June 2010.

(2) However, the following are revoked on the commencement of these regulations:

• (a) the definitions of call building society share, call debt security, and term life insurance policy in regulation 2(1) of the Securities Regulations 1983:

• (b) regulations 2A and 2B, Parts 3A to 5, and Schedules 5 to 8 of the Securities Regulations 1983.

The regulations specified in Schedule 18 are amended in the manner indicated in that schedule.

These regulations apply to an offer of securities unless the 1983 regulations apply in accordance with regulations 51 to 56.

If securities are offered in a prospectus that is registered before 1 October 2009, the 1983 regulations continue to apply to the offer of those securities under that prospectus.

(1) If securities are offered in a prospectus that is registered on or after 1 October 2009 but before the close of 30 June 2010, the 1983 regulations apply to the offer of those securities under that prospectus only if the issuer makes an election under subclause (2).

(2) For the purposes of subclause (1), an issuer may elect for the 1983 regulations to apply to an offer of securities by including a statement in the prospectus to the effect that the 1983 regulations apply to the offer.

(3) The statement may include additional information about an applicable exemption granted under section 5(5) of the Act that is necessary to ensure that the statement is not misleading.

(1) If no registered prospectus is required for an offer of securities, the 1983 regulations apply to any offer of those securities that is made before the close of 30 June 2010 unless the issuer makes an election, under subclause (2), for these regulations to apply.

(2) For the purposes of subclause (1), an issuer may elect for these regulations to apply to an offer of securities made after a particular date by—

• (a) giving to the Commission, before that date, a notice to the effect that these regulations apply to the offer of the securities made after that date; and

• (b) including a copy of that notice on an Internet site maintained by, or on behalf of, the issuer at all reasonable times during the period between that date and the earlier of the close of the offer or the close of 30 June 2010.

If, before the revocation of the 1983 regulations, those regulations apply to an offer of securities in a prospectus, those securities may continue to be offered under that prospectus and, for that purpose, those regulations continue to apply as if they had not been revoked.

(1) If, in accordance with regulations 50 to 54,—

• (a) these regulations apply to an offer of securities, the 1983 regulations do not apply to the offer:

• (b) the 1983 regulations apply to an offer of securities, these regulations do not apply to the offer.

(2) Subclause (1) is subject to subclauses (3) to (6).

(3) Regulations 44 and 47 (which relate to information to be disclosed by issuers on request and the prescribed rate of interest) apply regardless of whether the 1983 regulations or these regulations apply to the offer.

(4) Part 5 (which relates to the content of trust deeds and deeds of participation) applies to debt securities or participatory securities (as the case may be) regardless of whether the 1983 regulations or these regulations apply to the offer.

(5) If, in accordance with regulations 51 to 54, the 1983 regulations apply to an offer of securities, the issuer may elect, in accordance with subclause (6), that the following provisions of these regulations apply to an advertisement that relates to the securities (instead of the corresponding provisions of the 1983 regulations):

• (a) Part 3 and Schedule 14 (which relate to advertisements):

• (b) Part 4 (to the extent that it relates to restrictions on the content of advertisements).

(6) For the purposes of subclause (5), an issuer may elect that Parts 3 and 4 apply to an advertisement—

• (a) by completing a certificate in the form set out in Schedule 14 in respect of the advertisement; or

• (b) if a certificate is not required in respect of the advertisement, by giving to the Commission, before the distribution of the advertisement, a notice to the effect that those Parts apply to the advertisement.

Regulations 50 to 55 are subject to any exemption granted under section 5(5) of the Act.