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Article 5: Ongoing 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 under the Scheme must comply with the ongoing requirements prescribed in the implementing legislation of the host country, which shall require:

  1. the offer remain a regulated offer in the home country at all times during which it is open for acceptance by persons in the host country;
  2. the offer comply with the securities legislation of the home country in relation to the making of such offers;
  3. the offer be open to acceptance by persons in the home country at all times during which it is open for acceptance by persons in the host country;
  4. the principal offer document be accompanied by a specified warning to the effect that the offer is regulated under the securities legislation of the home country, and that the securities legislation of the host country does not generally apply to the offer. Other warnings may also be prescribed, for example, in relation to tax differences and currency risk;
  5. any amendments to the offer documents filed or used in the home country be filed with the securities regulator of the host country within 5 working days of their filing or use in the home country;
  6. any amendment to or revocation of an exemption relevant to the offer granted by the securities regulator of the home country that is specific to the offer or the offeror be filed with the securities regulator of the host country within 5 working days of its issue;
  7. any amended warning statement that will be provided under sub-paragraph (d) above, prior to its use, be filed with the securities regulator of the host country;
  8. provision to an offeree, on request, of copies of the relevant constitutional documents in respect of the offeror or the securities offered;
  9. that no person be concerned in the management of the offeror who is prohibited from being concerned in the management of such a body in the host country;

2. No other ongoing requirements shall be prescribed in the implementing legislation unless the Australian Minister and the New Zealand Minister mutually determine in writing that additional or alternative ongoing requirements to those existing in paragraph (1) of this Article shall be prescribed.

3. A breach of the ongoing requirements of the implementing legislation may result in civil or criminal liability, or enforcement action by the host country securities regulator in the host country, under the laws of the host country, but shall not result in the Scheme ceasing to apply in respect of that offer.


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