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Article 4: Entry Requirements


Full Text of the Agreement between the Government of Australia and the Government of New Zealand in Relation to Mutual Recognition of Securities Offerings

The Government of Australia and the Government of New Zealand
[ Last Updated 27 February 2006 ]


1. An offer may be made under the Scheme only if it meets the entry requirements prescribed in the host country.

2. The implementing legislation of each Party shall provide that an offer may be made under the Scheme only if:

  1. it is a regulated offer in the home country; and
  2. the offeror is entitled to offer the securities to the public under the law of the home country. In particular, any offer documents required to be filed with the securities regulator of the home country must have been filed, and any waiting period must have expired.

3. An offeror wishing to make an offer under the Scheme must file with the securities regulators of the host and home country a notice that that offeror proposes to make an offer under the Scheme. The notice must comply with the requirements of the implementing legislation, which shall require the notice to:

  1. specify the name of the offeror and the securities to be offered;
  2. specify the period in which it is proposed to offer the securities in the home country and in the host country. The proposed offer period in the home country must include any period during which the securities are to be offered in the host country;
  3. specify an address for service of proceedings in the host country, and confirm that the offeror submits to the jurisdiction of the courts of the host country;
  4. be signed by a person with authority to act on behalf of the offeror.

4. The notice required under paragraph (3) of this Article must be accompanied by the documents required under the implementing legislation of the host country, which shall comprise:

  1. the offer documents filed with the securities regulator of the home country, or under which the offer can be made in the home country without filing;
  2. a copy of any exemption relevant to the offer granted by the securities regulator of the home country that is specific to the offer or the offeror;
  3. particulars of any general exemptions relevant to the offer granted by the securities regulator of the home country;
  4. relevant constitutional documents in respect of the offeror or the securities offered;
  5. a copy of the warning statement provided for in Article 5(1)(d) of this Agreement that will accompany offers in the host country.

5. No other requirements shall be prescribed for entry into the Scheme in the implementing legislation, unless the Australian Minister and the New Zealand Minister mutually determine in writing that additional or alternative entry requirements to those existing in paragraphs (3) and (4) of this Article shall be prescribed.

6. The implementing legislation of a Party may provide that an offer may be made under the Scheme in that Party only if the offeror is incorporated under the laws of the other Party, is a natural person who is resident in the territory of the other Party, or is a legal person who is established under the laws of the other Party.


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