Common changes to Schedules
Clause 3 of the First and Second Schedules
37. It is proposed that clause 3(1) of the First and Second Schedules be amended to require disclosure of the statute or other authority by, or under, which the issuer is registered at the time of the offer.
This clause requires disclosure of details of incorporation and registration of the issuer, but not the statute or authority under which it is registered. This information is considered at least as important as the other information required in terms of providing relevant information to an investor.
38. It is proposed that clauses 3(2) and 3(3) of the First and Second Schedules be revoked.
These are transitional provisions and are obsolete.
Clause 5 of the First and Second Schedules and Clause 2 of the Third Schedule
39. It is proposed that clause 5 of the First and Second Schedules and clause 2 of the Third Schedule be amended for consistency with clause 4 of Schedule 3B and clause 3 of Schedule 3C, in particular, that they include information about criminal convictions, prohibition as a director, and any history of being placed in statutory management or receivership.
These clauses require disclosure of information about the directors, manager, and advisors of the issuer. The proposed changes will ensure consistency between the Schedules and require the disclosure of further relevant information to investors.
Clause 5A of the First and Second Schedules
40. It is proposed that clause 5A of the First and Second Schedules be amended to require disclosure only of limitations imposed by the company's constitution (or in the case of an issuer not incorporated under the Companies Act 1993, any limitations imposed under either the incorporating legislation or the constitution of that body).
These clauses currently require disclosure of provisions contained in the Companies Act. These provisions will be common to most or all issuers incorporated in New Zealand and it is considered unnecessary that they be disclosed in full in the prospectus.
Clause 7(2) of the First Schedule, Clause 6(2) of the Second Schedule, and Clause 4(3) of the Third Schedule
41. It is proposed that the term "principal fixed assets" be replaced by the term "principal assets" in the clauses; and disclosure will also be required of whether the assets are subject to obligations in favour of other persons that affect the issuer's control over its assets.
The current term is considered restrictive and does not necessarily catch other assets that may be material. The new term and the additional disclosure will improve the relevance to investors of the information required by this provision.
Clause 39 of the First Schedule and Clause 33 of the Second Schedule
42. It is proposed that references to memoranda and articles of association in Clause 39 of the First Schedule and clause 33 of the Second Schedule be revoked.
These references relate to Companies Act 1955 requirements and are therefore obsolete.
Clause 6(7) of Schedule 3A, clause 5(7) of Schedules 3B and 3C
43. It is proposed that the references to "subclause 1(b)"in Clause 6(7) of Schedule 3A, and in clause 5(7) of Schedules 3B and 3C be replaced with references to subclause 1.
This will correct a drafting error.
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