An overseas entity may be able to extend an offer that it has registered in its home jurisdiction into New Zealand. This can be done under a recognition regime (currently available only to Australian entities) or under an exemption granted by the Financial Markets Authority (FMA).
If your overseas offer is being made under a Financial Markets Conduct Act 2013 (FMC Act) exemption or under the Financial Markets Conduct Regulations 2014 (FMC Regs) recognition regime, it will need to be registered online using the Disclose Register (unless, under the terms of an exemption, you’re not required to register the offer). This can be done either by the issuer or a third party acting on their behalf. There are a number of things you’ll need to do before registering an overseas offer on the Disclose Register.
Overseas offers can be registered on the Disclose Register by either the offeror or a third party acting on their behalf.
Issuers and offerors are responsible for keeping information about their offers up-to-date on the Disclose Register. An Australian offeror making an offer under the recognition regime must also notify the Registrar of certain specified changes relating to the offer and/or the offeror. An overseas issuer making an offer under an FMC Act exemption may also need to provide financial statements each year.
Fees are payable by overseas issuers making an offer under an exemption granted by the Financial Markets Authority. If you’re an Australian offeror making an offer under the recognition regime, there are no fees payable to register your offer on the Disclose Register, and you’re not required to register financial statements in New Zealand.
Here’s where you’ll find the forms you’ll need, as an overseas issuer, for the Disclose Register.