Financial Markets Conduct Act 2013

Schedule 1: Provisions relating to when disclosure is required and exclusions for offers and services

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You need to know about the rules for when you must tell people about financial products. The Financial Markets Conduct Act 2013 has rules about when you need to give people information about financial products. There are some situations where you do not need to give people this information. For example, if you are offering financial products to a wholesale investor, you may not need to give them a disclosure statement. A wholesale investor is someone who has a lot of money to invest or is very experienced in investing. There are also rules about when you can advertise financial products and when you need to give people information about the products before they buy them. It is essential to follow these rules to make sure you are treating investors fairly and giving them the information they need to make good decisions.

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This page was last updated on 28 October 2025

View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM4092365.

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Money and consumer rights > Consumer protectionMoney and consumer rights > Banking and loans

597: Transitional provisions, or

"Rules that helped change the law when it was updated"

Schedule 2: Registers, or

"A list of important financial information, like a big book, that helps people find details about investments and financial products."

1Provisions relating to when disclosure is required and exclusions for offers and services Empowered by ss 39, 40

1Disclosure exclusions for offers of financial products for issue or sale

1Overview of Part

In this Part,—
clauses 3 to 11 specify that offers to particular persons do not require disclosure under Part 3 of this Act (although disclosure to other persons may be required):
clauses 12 to 24 specify that certain offers as a whole do not require disclosure under Part 3 of this Act, whether as a result of the nature of the offer (for example, a small offer) or the nature of the issuer (for example, an offer by the Crown):
clauses 25 to 29 provide for limited disclosure and other requirements, and for restrictions, in relation to the exclusions.

2Part subject to FMA's power to require disclosure

This Part is subject to a declaration under section 562(1)(d) (FMA's power to declare that an offer requires disclosure).

Exclusion for wholesale investors

3Offer to wholesale investor

An offer of financial products to a wholesale investor does not require disclosure under Part 3 of this Act.
A person is a wholesale investor if—
the person is an investment business (see clause 37); or
the person meets the investment activity criteria specified in clause 38; or
the person is large (see clause 39); or
the person is a government agency (see clause 40).

A person is also a wholesale investor, in relation to an offer of financial products, if—
the person is an eligible investor (see clause 41); or
in relation to an offer of financial products for issue or sale,—
1. the minimum amount payable by the person on acceptance of the offer is at least $750,000; or
2. the amount payable by the person on acceptance of the offer plus the amounts previously paid by the person for financial products of the issuer of the same class that are held by the person add up to at least $750,000; or
3. it is proposed that the person will acquire the financial products under a bona fide underwriting or sub-underwriting agreement; or
in relation to an offer of a derivative for issue or sale, the notional value of the derivative is at least $5 million (see clause 49).

In calculating the amount payable, or paid, for financial products for the purposes of subclause (3)(b)(i) or (ii), any amount payable, or paid, must be disregarded to the extent to which it is to be paid, or was paid, out of money lent by the offeror or any associated person of the offeror.

Exclusion for persons in close relationship

4Offers to close business associates

An offer of financial products to a close business associate of the offeror does not require disclosure under Part 3 of this Act.
A person (A) is a close business associate of the offeror if—
A is a director or senior manager of the offeror or of a related body corporate of the offeror; or
A holds or controls 5% or more of the voting products of the offeror; or
A is a related body corporate of the offeror; or
A holds or controls 20% or more of the voting products of a related body corporate of the offeror; or
A is a partner of the offeror or of a director of the offeror (under the Partnership Law Act 2019); or
A is a spouse, civil union partner, or de facto partner of a person who is a close business associate of the offeror under any of paragraphs (a) to (e) or subclause (3); or
A is a child, parent, brother, or sister of a person who is a close business associate of the offeror under any of paragraphs (a) to (f) or subclause (3) (whether or not by a step relationship).

A person (A) is also a close business associate of the offeror, in relation to an offer of financial products, if A has a close professional or business relationship with the offeror, or a director or senior manager of the offeror, that allows A to—
assess the merits of the offer; or
obtain information from the offeror or any other person involved in the offer that will enable A to assess the merits of the offer.

In this clause, control, in relation to a voting product, means having, directly or indirectly, effective control of the voting rights attached to the product.

Notes

Schedule 1 clause 4(2)(e): amended, on 21 April 2020, by section 86 of the Partnership Law Act 2019 (2019 No 53).

5Offers to relatives

An offer of financial products to a relative of the offeror or of a director of the offeror does not require disclosure under Part 3 of this Act.
In this clause, relative, in relation to a person (A), means any of the following:
A's spouse, civil union partner, or de facto partner (B):
a grandparent, parent, child, grandchild, brother, sister, nephew, niece, uncle, aunt, or first cousin of A or B, whether or not by a step relationship:
a spouse, civil union partner, or de facto partner of a person who is a relative under paragraph (b):
a trustee of a trust under which A, or a relative of A (under paragraphs (a) to (c)), is a beneficiary who—
1. is presently entitled to a share of the trust estate or of the income of the trust estate; or
2. is, individually or together with other beneficiaries, in a position to control the trustee:
a trustee of a trust if—
1. the trust is a family trust within the meaning of section 173M(5) of the Tax Administration Act 1994; and
2. a majority of the individuals who are beneficiaries under the trust are relatives of A (under paragraphs (a) to (c)).

Exclusion for offers through licensed intermediaries and DIMS licensees

6Offers of financial products through licensed intermediaries

An offer of financial products to a person (A) does not require disclosure under Part 3 of this Act if—
the offer is by or through a licensed intermediary in the course of supplying prescribed intermediary services to A; and
the prescribed intermediary services supplied to A by the licensed intermediary in relation to the offer are covered by the market services licence held by the licensed intermediary.

In this clause, licensed intermediary means a person who holds a market services licence that covers prescribed intermediary services.

7Offers of financial products through DIMS licensees

An offer of financial products to a person (A) does not require disclosure under Part 3 of this Act if—
the offer is through a DIMS licensee; and
the DIMS licensee decides whether to acquire the financial products on behalf of A in the course of supplying a discretionary investment management service to A.

Exclusion for employee share purchase schemes

8Offers under employee share purchase schemes

An offer of specified financial products to an eligible person under an employee share purchase scheme does not require disclosure under Part 3 of this Act if—
the offer is made as part of the remuneration arrangements for the eligible person or is otherwise made in connection with the employment or engagement of the eligible person; and
raising funds for the issuer is not the primary purpose of the offer to the eligible person; and
the total number of specified financial products issued or transferred under all of the issuer's employee share purchase schemes in any 12-month period does not exceed,—
1. in the case of an offer of voting products or options over voting products, 10% of the voting products of the issuer as at the start of the 12-month period:
2. in the case of any other offer of specified financial products, 10% of the specified financial products of the issuer that are of the same class as at the start of the 12-month period.

In this clause,—
eligible person—
1. means an employee or a director of the issuer of the specified financial products or of any of its subsidiaries; and
2. includes a person who provides personal services (other than as an employee) principally to the issuer of the specified financial products or any of its subsidiaries
specified financial products means—
1. equity securities; or
2. prescribed financial products.
In calculating the total number of specified financial products issued or transferred under all of the issuer's employee share purchase schemes for the purposes of subclause (1)(c), an issue or a sale to a person must be disregarded if the issue or sale results from an offer that—
does not require disclosure under Part 3 of this Act for any reason other than as a result of the application of this clause; or
is not received in New Zealand; or
is a regulated offer that is separate from the offer under the employee share purchase scheme.

Notes

Schedule 1 clause 8(1)(c): amended, on 9 August 2017, by section 95(1) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 8(3): amended, on 9 August 2017, by section 95(2) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 8(3)(a): replaced, on 9 August 2017, by section 95(3) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

Exclusion for persons under control

9Offers to persons under control do not need disclosure

If, under any of clauses 3 to 8, an offer of financial products to a person (A) would not require disclosure under Part 3 of this Act, an offer of those financial products to an entity controlled by A does not require disclosure under Part 3 of this Act (see clause 48).

Exclusion for dividend reinvestment plan

10Offers of financial products under dividend reinvestment plans

An offer of specified financial products to a person (A) under a dividend reinvestment plan does not require disclosure under Part 3 of this Act if—
A already holds financial products of the issuer that are of the same class as the specified financial products, and—
1. A is entitled to acquire those products by applying all or any specified part of any dividends declared by the issuer and payable to A; or
2. A has a right to require the issuer to issue those products to A as fully paid financial products in consideration only for A forgoing the right to receive all or any specified part of any dividends declared by the issuer and otherwise payable to A; and
the dividend reinvestment plan contains provisions requiring that,—
1. at the time the price of the specified financial products is set, the issuer has no information that is not publicly available that would, or would be likely to, have a material adverse effect on the realisable price of the financial products if the information were publicly available; and
2. the right to acquire, or require the issuer to issue, specified financial products is offered to all holders of financial products of the issuer of the same class, other than product holders who are resident outside New Zealand and who are excluded by the issuer to avoid a risk of breaching the laws of the relevant overseas country; and
3. every product holder to whom the right is offered is given a reasonable opportunity to accept it; and
4. the specified financial products issued or transferred to a product holder are issued on the terms disclosed to the holder; and
5. the specified financial products issued or transferred to a product holder are subject to the same rights as the financial products issued to all holders of financial products of the same class who agree to receive the financial products.

In this clause,—
dividend means,—
1. in relation to equity securities in a company within the meaning of section 2(1) of the Companies Act 1993, a dividend within the meaning of section 53 of that Act; and
2. in relation to any other equity securities, a distribution of the income or gains of the issuer to a holder of the equity securities that is comparable to a dividend referred to in paragraph (a); and
3. in relation to managed investment products, a distribution of the financial benefits of the scheme to a holder of the product
specified financial products means—
1. equity securities in a company:
2. managed investment products.

Notes

Schedule 1 clause 10(1)(b)(iv): amended, on 9 August 2017, by section 95(4) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 10(1)(b)(v): amended, on 9 August 2017, by section 95(4) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

Exclusion for financial products for no consideration

11Offers of financial products for no consideration

An offer of financial products (other than options or other financial products to which this clause does not apply) does not require disclosure under Part 3 of this Act if no consideration is to be provided for the issue or transfer of the products.
An offer of an option to a person does not require disclosure under Part 3 of this Act if—
no consideration is to be provided for the issue or transfer of the option; and
no consideration is to be provided for the underlying financial products on the exercise of the option.

This clause does not apply if the financial products—
are interests in a KiwiSaver scheme, a superannuation scheme, a workplace savings scheme, or a prescribed scheme; or
are derivatives other than options; or
impose or may impose a liability on the product holder in respect of the issuer or a registered scheme (for example, an obligation to make contributions or to pay a call).

Exclusion for small offers

12Small offers

Personal offers of financial products do not require disclosure under Part 3 of this Act if—
the financial products are equity securities or debt securities; and
none of the offers results in a breach of the 20-investor limit under subclause (2)(a) or (3)(a); and
none of the offers results in a breach of the $2 million limit under subclause (2)(b) or (3)(b).

An offer by a person to issue financial products—
results in a breach of the 20-investor limit if it results in the number of persons to whom financial products of the issuer have been issued exceeding 20 in any 12-month period:
results in a breach of the $2 million limit if it results in the amount being raised from the issue of financial products of the issuer exceeding $2 million in any 12-month period.

An offer by a person to sell financial products of an issuer—
results in a breach of the 20-investor limit if it results in the number of persons to whom the person sells financial products of the issuer exceeding 20 in any 12-month period:
results in a breach of the $2 million limit if it results in the amount being raised by the person from selling financial products of the issuer exceeding $2 million in any 12-month period.

Subclause (1) does not apply to an offer for sale to which clause 31 or 34 applies.
In this clause,—
financial products of the issuer means equity securities and debt securities issued by the issuer (regardless of whether or not those products are of the same class or kind as those under offer)
income year has the same meaning as in section YA 1 of the Income Tax Act 2007
personal offer means an offer that is made to, and may only be accepted by, a person who—
1. is likely to be interested in the offer, having regard to—
  1. previous contact between the person making the offer and that person; or
  2. some professional or other connection between the person making the offer and that person; or
  3. statements or actions by that person that indicate that that person is interested in offers of that kind (for example, through that person's membership of or participation in an angel network); or
2. has an annual gross income of at least $200,000 for each of the person’s 2 most recently completed income years before the relevant time; or
3. is controlled by a person referred to in paragraph (b) (see clause 48).

13Advertising restriction for small offers

A person must not advertise an offer or intended offer of financial products that would be a regulated offer but for clause 12.
Subclause (1) does not apply to a communication that is distributed by or on behalf of the offeror if the offeror took all reasonable steps to ensure that the only persons who received the communication were persons referred to in the definition of personal offer in clause 12(5) or persons acting on their behalf.
A contravention of this clause does not prevent the exclusion referred to in clause 12 from continuing to apply (but may give rise to consequences under Part 8 of this Act).

14Matters relating to calculation

In calculating issues and sales of the financial products of an issuer, and the amount raised from issues and sales, for the purposes of clause 12, an issue or a sale to a person must be disregarded if the issue or sale results from an offer that—
does not require disclosure under Part 3 of this Act because of any other exclusion under this schedule; or
is not received in New Zealand; or
is a regulated offer that is separate from the small offer.

If financial products are issued or sold to 2 or more persons as joint holders of the products, those persons must be treated as a single person for the purposes of counting the number of persons to whom financial products are issued or sold under clause 12.
In calculating the amount of money raised by the person by issuing financial products, the following must be included:
the amount payable for the products at the time when the products are issued:
if the products are shares issued partly paid, any amount payable at a future time if a call is made:
if the product is an option, any amount payable on the exercise of the option:
if the products carry a right to convert the products into other financial products, any amount payable on the exercise of that right.

For the purposes of paragraph (b) of the definition of personal offer in clause 12,—
in determining the annual gross income of the person, the annual gross income of an entity controlled by the person may be included in the annual gross income of the person; and
the frameworks and methodologies prescribed by the FMA under subpart 4 of Part 9 of this Act for the purposes of that paragraph (if any) must be complied with when determining whether the paragraph is satisfied.

Exclusion for transfer of controlling interest

15Offers of controlling interest where 5 or fewer investors

An offer of equity securities that comprise more than 50% of the voting products of an entity does not require disclosure under Part 3 of this Act if—
5 or fewer persons acquire equity securities under the offer; and
if more than 1 person acquires equity securities under the offer, those persons are acting jointly or in concert; and
in the circumstances, the persons who acquire equity securities under the offer are in a position to—
1. assess the merits of the offer; or
2. obtain information from the offeror or any other person involved in the offer that will enable them to assess the merits of the offer.

If equity securities are acquired by 2 or more persons as joint holders of the securities, those persons must be treated as a single person for the purposes of counting the number of persons who acquire the securities under subclause (1).

Exclusion for small schemes

16Exclusion for small schemes

An offer of managed investment products does not require disclosure under Part 3 of this Act if the relevant managed investment scheme—
has 5 or fewer scheme participants (see clause 18); and
is not promoted by a person, or an associate of a person, who is in the business of promoting managed investment schemes.

17Advertising restriction for small schemes

A person must not advertise an offer or intended offer of financial products that would be a regulated offer but for clause 16.
A contravention of this clause does not prevent the exclusion referred to in clause 16 from continuing to apply (but may give rise to consequences under Part 8 of this Act).

18Counting of scheme participants

For the purposes of counting the number of scheme participants in a managed investment scheme,—
joint holders of a managed investment product count as a single scheme participant; and
a managed investment product held on trust for a beneficiary is taken to be held by the beneficiary (rather than the trustee) if the beneficiary is presently entitled to a share of the trust estate or of the income of the trust estate or the beneficiary is, individually or together with other beneficiaries, in a position to control the trustee.

The FMA may, in writing, determine that the total number of scheme participants in all of the schemes subject to the determination must be counted (as if they were 1 scheme) for the purposes of determining the number of scheme participants of any 1 of those schemes under this Part.
The FMA must give written notice of the determination to the manager of each of the schemes.

Exclusion for quoted financial products

19Exclusion for offers of financial products of same class as quoted financial products

An offer of financial products does not require disclosure under Part 3 of this Act if—
the financial products are equity securities, debt securities, or managed investment products; and
the financial products are of the same class as quoted financial products that have been quoted on a licensed market at all times during the 3-month period before the time of the offer; and
trading in that class of financial products on the licensed market on which they are quoted was not suspended for more than a total of 5 trading days during the 3-month period referred to in paragraph (b); and
in the case of an offer by way of issue, it is a term of the offer that the issuer will take any necessary steps to ensure that the financial products are, immediately after the issue, quoted; and
in the case of an offer by way of sale, the offeror has reasonable grounds to believe that the financial products will, immediately after sale, be quoted; and
the market rules of the licensed market on which the financial products are quoted contain continuous disclosure provisions.

An offer of options to acquire, by way of issue, financial products (and the offer of those option underlyings) does not require disclosure under Part 3 of this Act if—
the options and option underlyings are equity securities, debt securities, or managed investment products; and
the option underlyings are of the same class as quoted financial products that have been quoted on a licensed market at all times during the 3-month period before the time of the offer; and
trading in those quoted financial products on the licensed market on which they are quoted was not suspended for more than a total of 5 trading days during the 3-month period referred to in paragraph (b); and
it is a term of the offer that the issuer will take any necessary steps to ensure that, immediately after the option underlyings are issued, the option underlyings are quoted; and
the market rules of the licensed market on which the option underlyings are quoted contain continuous disclosure provisions.

In this clause, option underlyings, in relation to an offer of options, means the underlying financial products to which the options relate.
However, this clause does not apply to the financial products of an issuer if the FMA has made an order under section 474 in respect of the issuer.

Notes

Schedule 1 clause 19(1)(e): replaced, on 9 April 2019, by section 56(1) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 19(1A): inserted, on 9 August 2017, by section 95(5) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 19(1B): inserted, on 9 August 2017, by section 95(5) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

Exclusions for derivatives

20Exclusions for certain offers of derivatives

An offer of a derivative for issue does not require disclosure under Part 3 of this Act if the person who offers the derivative is not a derivatives issuer.
An offer of a derivative for sale does not require disclosure under Part 3 of this Act if the derivative was not issued by a derivatives issuer.
An offer of a quoted derivative for issue or sale does not require disclosure under Part 3 of this Act if the derivative is issued by a participant in the licensed market on which the derivative is quoted.
An offer of a derivative for issue or sale does not require disclosure under Part 3 of this Act if the derivative is—
approved for trading on a prescribed overseas market; and
issued by a prescribed person or class of persons.

Exclusion for registered banks

21Offers of prescribed financial products or debt securities by registered banks

An offer of financial products does not require disclosure under Part 3 of this Act if the financial products are—
financial products of a kind prescribed for the purposes of this paragraph that are issued by a registered bank; or
debt securities issued by a registered bank; or
financial products of a kind prescribed for the purposes of this paragraph that are issued by a subsidiary of a registered bank; or
prescribed currency forwards that are issued by a registered bank or a subsidiary of a registered bank.

Notes

Schedule 1 clause 21 heading: amended, on 15 March 2021, by section 56(2) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 21(a): replaced, on 15 March 2021, by section 56(3) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 21(c): amended, on 15 March 2021, by section 56(4) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).

Exclusion for the Crown, etc

22Offers by the Crown, etc

An offer of financial products does not require disclosure under Part 3 of this Act if the issuer of the financial products is—
the Crown; or
the Board of Trustees of the National Provident Fund continued under the National Provident Fund Restructuring Act 1990; or
the Reserve Bank; or
Kāinga Ora–Homes and Communities established by the Kāinga Ora–Homes and Communities Act 2019; or
the Māori Trustee, but in relation only to money constituted in the common fund of the Māori Trustee that is entitled to the protection against deficiency afforded by section 27 of the Māori Trustee Act 1953; or
Public Trust, but in relation only to money constituted in the common fund of Public Trust that is entitled to the protection against deficiency afforded by section 52 of the Public Trust Act 2001.

An offer of an interest in the Government Superannuation Fund does not require disclosure under Part 3 of this Act.

Notes

Schedule 1 clause 22(1)(d): amended, on 1 October 2019, by section 33 of the Kāinga Ora–Homes and Communities Act 2019 (2019 No 50).

Exclusion for retirement villages

23Offers of interests in retirement villages

An offer of an interest in a retirement village does not require disclosure under Part 3 of this Act if the interest is exempted from Part 3 of this Act by section 107(1) of the Retirement Villages Act 2003.

Exclusion for renewals or variations

24Offers of renewals or variations

An offer of a renewal or variation of the terms or conditions of a financial product does not require disclosure under Part 3 of this Act.

Limited disclosure and other requirements

25Purposes of clauses 26 to 29

The purposes of clauses 26 to 29 are to—
provide for limited disclosure or other requirements (or both) to apply where, although full compliance with Parts 3 and 4 of this Act is not necessary, some disclosure or other requirements are necessary or desirable in order to promote either or both of the main purposes of this Act specified in section 3 or any of the additional purposes specified in section 4; and
prevent an exclusion from applying in inappropriate circumstances (having regard to whether the exclusion may cause significant detriment to investors).

26Disclosure and other requirements

This clause applies to a person (A) who offers financial products to another person (B) without disclosure under Part 3 of this Act in reliance upon any of clauses 3 to 24.
A must ensure that—
B or a prescribed person or both are provided with a limited disclosure document (an LDD) that complies with subclause (4); and
the prescribed requirements (if any) relating to an entry for the offer in the register of offers of financial products (a register entry) are complied with; and
B or a prescribed person or both are provided with any other prescribed information in the prescribed manner; and
all prescribed limits or restrictions (if any) applying in connection with the offer, the financial products, or the investors are met; and
B or a prescribed person or both have, in the prescribed manner, given a certificate or an acknowledgement that is required by the regulations (if any); and
the directors of A or a prescribed person or both have, in the prescribed manner, given any consents or approvals that are required by the regulations (if any); and
all governance requirements (for example, relating to governing documents and supervision) that are required by the regulations (if any) are complied with; and
all other prescribed conditions (if any) are complied with (for example, restrictions on advertising and publicity, a requirement to keep records, or a requirement to provide information relating to the offer to the Registrar or the FMA).

A must perform the duty under subclause (2)(a) in the prescribed manner.
The LDD must—
contain, or be accompanied by, the prescribed information (if any); and
comply with all requirements of the regulations relating to the form and presentation of the document.

Subclauses (2)(a) and (3) apply only if the regulations require an LDD to be provided.
The following apply if A is not the issuer of the financial products:
the issuer must, if required by the regulations, ensure that a requirement, a condition, or any other matter of a kind referred to in any of paragraphs (a) to (e) of subclause (2) is complied with (and the issuer must perform that duty in the prescribed manner):
the regulations may provide for a requirement, a condition, or any other matter of a kind referred to in any of paragraphs (a) to (e) of subclause (2) to be complied with by A or the issuer or both (and, accordingly, A or the issuer or both must so comply).

A contravention of a requirement prescribed for the purposes of this clause does not prevent the exclusion referred to in subclause (1) from continuing to apply (but may give rise to consequences under Part 8 of this Act or an offence under clause 28A).

Notes

Schedule 1 clause 26(2)(a): replaced, on 9 August 2017, by section 95(6) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 26(2)(aa): inserted, on 9 August 2017, by section 95(6) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 26(2)(ab): inserted, on 9 August 2017, by section 95(6) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 26(2)(ac): inserted, on 9 August 2017, by section 95(6) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 26(4): amended, on 9 August 2017, by section 95(7) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 26(5): amended, on 9 August 2017, by section 95(8) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 26(6): replaced, on 9 August 2017, by section 95(9) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 26(7): inserted, on 9 August 2017, by section 95(9) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

27False or misleading statements and omissions

A person must not provide an LDD to a person if—
there is—
1. a statement in the LDD, any application form that accompanies the LDD, or the register entry that is false or misleading or is likely to mislead; or
2. an omission from the LDD or the register entry of information that is required to be contained in the LDD or the register entry by this Act or the regulations; and
the matter referred to in paragraph (a) is materially adverse from the point of view of an investor.

For the purposes of this clause, a statement about a future matter (including the doing of, or refusing to do, an act) must be taken to be misleading if the person making the statement does not have reasonable grounds for making it.
Subclause (2) does not limit the meaning of a reference to a misleading statement.
This clause does not limit clause 26(2) to (4).
See section 511 (offence to knowingly or recklessly contravene this clause) and section 496 (which provides that a person may be treated as suffering loss or damage in the case of a contravention of this clause).

Notes

Schedule 1 clause 27(1): replaced, on 9 August 2017, by section 95(10) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

27AOfferor is FMC reporting entity in prescribed circumstances

A person to whom clause 26 applies is an FMC reporting entity in the prescribed circumstances.

Notes

Schedule 1 clause 27A: inserted, on 1 April 2014, by section 60 of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

28Persons who must inform offeror about deficiencies in limited disclosure document

A person referred to in subclause (2) must, in relation to an offer of financial products made without disclosure under Part 3 of this Act in reliance upon any of clauses 3 to 24, notify the offeror in writing as soon as practicable if the person becomes aware at any time before the end of the application period that—
a material statement in the LDD or the register entry is false or misleading or is likely to mislead; or
there is a material omission from the LDD or the register entry of information that is required to be contained in the LDD or the register entry by this Act or the regulations.

The persons are—
each director of the offeror:
the issuer (if the offeror is not the issuer) and each director of the issuer:
a person who is required to give a consent or an approval as referred to in clause 26(2)(c).

A person referred to in subclause (2)(c) is required to notify the offeror of matters under this clause only if the matters relate to the matter to which the person's consent or approval relates.
In this clause, application period means the period in which applications for financial products under the LDD may be made.

Notes

Schedule 1 clause 28 heading: amended, on 9 August 2017, by section 95(11) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 28(1)(a): replaced, on 9 August 2017, by section 95(12) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 28(1)(b): replaced, on 9 August 2017, by section 95(12) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).
Schedule 1 clause 28(4): replaced, on 9 August 2017, by section 95(13) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

28AFailure to lodge or give information to Registrar or FMA

A person who fails to comply with a requirement under clause 26 to lodge or otherwise give any information or other document to the Registrar or the FMA commits an offence and is liable on conviction to a fine not exceeding $50,000.
The offence in this clause is an infringement offence (see subpart 5 of Part 8).

Notes

Schedule 1 clause 28A: inserted, on 9 August 2017, by section 95(14) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

29Regulations may prevent exclusions from applying in inappropriate circumstances

An exclusion under any of clauses 3 to 24 does not apply—
in the circumstances prescribed by regulations made under this clause; or
if any additional requirements prescribed by regulations made under this clause are not satisfied.

The Governor-General may, by Order in Council, on the recommendation of the Minister in accordance with subclause (3), make regulations—
prescribing circumstances in which an exclusion referred to in subclause (1) does not apply:
prescribing additional requirements that must be satisfied before an exclusion referred to in subclause (1) may apply:
prescribing transitional and savings provisions in connection with any regulations made under paragraph (a) or (b).

The Minister must, before making a recommendation under subclause (2),—
consult the FMA; and
be satisfied that the regulations are needed in order to prevent an exclusion referred to in subclause (1) from applying in inappropriate circumstances, having regard to whether the exclusion may cause significant detriment to investors.

Regulations under this clause are secondary legislation (see Part 3 of the Legislation Act 2019 for publication requirements).

Notes

Schedule 1 clause 29(4): inserted, on 28 October 2021, by section 3 of the Secondary Legislation Act 2021 (2021 No 7).

2Which offers of financial products for sale require disclosure

30Application of this Part

Clauses 31 to 34 specify when an offer of financial products for sale requires disclosure under Part 3 of this Act.
Despite subclause (1), an offer of financial products for sale does not require such disclosure if an exclusion under Part 1 of this schedule applies to the offer of financial products for sale.
An offer of financial products for sale may also require disclosure under Part 3 of this Act as a result of a declaration under section 562(1)(e).

31Sale where financial products issued with view to original holder dealing with products

An offer of financial products for sale requires disclosure under Part 3 of this Act if—
the issuer issued the financial products with a view to the original holder dealing with the products; and
the offer of the financial products for sale is made within 12 months after the date on which the financial products were issued; and
the financial products have not previously been offered for issue or sale—
1. under a regulated offer; or
2. under an offer made, in the prescribed circumstances, in reliance upon clause 19; or
3. under an offer outside New Zealand under an application regime under subpart 6 of Part 9 of this Act.

An offer of financial products for sale to a person outside New Zealand requires disclosure under Part 3 of this Act if—
section 50 (when PDS must be given) applies to the products under section 580; and
the issuer issued the financial products with a view to the financial products being offered for sale outside New Zealand in circumstances in which an application regime under subpart 6 of Part 9 of this Act would have applied to the products; and
the offer of the financial products for sale is made within 12 months after the date on which the financial products were issued; and
the financial products have not previously been offered for issue or sale—
1. under a regulated offer; or
2. under an offer made, in the prescribed circumstances, in reliance upon clause 19; or
3. under an offer outside New Zealand under an application regime under subpart 6 of Part 9 of this Act.

Financial products must be taken to be issued with the view referred to in subclause (1)(a) or (2)(b) if there are reasonable grounds for concluding that the products were issued with the view (whether or not there may have been other reasons or purposes for the issue).
In this clause,—
dealing with the products means selling or transferring the financial products, or granting, issuing, or transferring interests in, or options over, the financial products
original holder means the person to whom the financial products were issued.

Compare

1978 No 103 s 6(2), (2AA)

32Sale where issuer advises, encourages, or knowingly assists offeror

An offer of financial products for sale requires disclosure under Part 3 of this Act if—
the issuer advises, encourages, or knowingly assists the offeror in connection with the offer of the financial products; or
the issuer is the offeror.

However, subclause (1) does not apply—
if the offer of the financial products is made only to persons who, at the time of the offer, are holders of financial products of the issuer under terms of a relevant instrument that require the offer to be made to those persons; or
to an offer of quoted financial products for sale; or
to an offer of financial products for sale through a facility that is described in section 309(2)(b).

In subclause (2)(a), relevant instrument, in relation to an offer of financial products, means—
the constitution of the issuer; or
a pre-emptive rights agreement between all of the product holders of the class of financial products under offer.

Compare

1978 No 103 s 6(2A), (3)

33Off-market sale by controller

An offer of financial products for sale requires disclosure under Part 3 of this Act if—
the offeror controls the issuer; and
either—
1. the financial products are not quoted; or
2. although the financial products are quoted, the products are not offered for sale in the ordinary course of trading on a licensed market.

34Sale amounting to indirect off-market sale by controller

An offer of financial products for sale requires disclosure under Part 3 of this Act if—
the offer of the financial products is made within 12 months after the date on which the products were sold by a person who controlled the issuer (the controller) at the time of the sale; and
the controller sold the financial products with a view to the purchaser dealing with the products; and
at the time of the sale by the controller,—
1. the financial products were not quoted; or
2. although the financial products were quoted, those products were not offered for sale in the ordinary course of trading on a licensed market; and
the controller sold the financial products otherwise than under—
1. a regulated offer; or
2. an offer made, in the prescribed circumstances, in reliance upon clause 19.

Financial products must be taken to be sold with the view referred to in subclause (1)(b) if there are reasonable grounds for concluding that the products were sold with that view (whether or not there may have been other reasons or purposes for the sale).
In this clause,—
dealing with the products means selling or transferring the financial products, or granting, issuing, or transferring interests in, or options over, the financial products
purchaser means the person to whom the financial products were sold by the controller.

3Definitions and certificates for exclusions for offers and services

35Meaning of retail investor and retail service

A person is a retail investor, in relation to an offer of financial products, the supply of a discretionary investment management service, or any other relevant transaction, if the person is not a wholesale investor in relation to the offer or service.
A service is a retail service if that service is supplied—
to a retail investor; or
to a class of investors where there is at least 1 retail investor in that class.

36Meaning of wholesale investor

A person is a wholesale investor,—
in relation to an offer of financial products, when the person is a wholesale investor under the definition of that term in clause 3; or
in relation to the supply of a discretionary investment management service or any other relevant transaction, if (at the relevant time) the person—
1. is an investment business (see clause 37); or
2. meets the investment activity criteria specified in clause 38; or
3. is large (see clause 39); or
4. is a government agency (see clause 40); or
5. is an eligible investor (see clause 41).

37Investment businesses

A person is an investment business if the person is—
an entity whose principal business consists of 1 or more of the following:
1. investing in financial products; or
2. acting as an underwriter; or
3. providing a financial advice service; or
4. providing a client money or property service; or
5. trading in financial products on behalf of other persons; or
a registered bank; or
an NBDT; or
a licensed insurer (within the meaning of section 6(1) of the Insurance (Prudential Supervision) Act 2010); or
a manager of a registered scheme, or a discretionary investment management service, that holds a market services licence; or
a derivatives issuer that holds a market services licence; or
a financial adviser.

Subclause (1)(a) does not apply to an entity if the entity was established or acquired with a view to using it as an entity to which offers of financial products may be made in reliance upon the exclusion in clause 3.
Subclause (2) does not limit clause 9.

Notes

Schedule 1 clause 37(1)(a)(iii): replaced, on 15 March 2021, by section 56(5) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 37(1)(a)(iv): replaced, on 15 March 2021, by section 56(5) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 37(1)(c): replaced, on 1 May 2014, by section 102 of the Non-bank Deposit Takers Act 2013 (2013 No 104).
Schedule 1 clause 37(1)(g): replaced, on 15 March 2021, by section 56(6) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).

38Investment activity criteria

A person (A) meets the investment activity criteria for the purposes of clause 3(2)(b) or 36(b)(ii) if at least 1 of the following paragraphs applies:
A owns, or at any time during the 2-year period before the relevant time has owned, a portfolio of specified financial products of a value of at least $1 million (in aggregate):
A has, during the 2-year period before the relevant time, carried out 1 or more transactions to acquire specified financial products where the amount payable under those transactions (in aggregate) is at least $1 million and the other parties to the transactions are not associated persons of A:
A is an individual who has, within the last 10 years before the relevant time, been employed or engaged in an investment business and has, for at least 2 years during that 10-year period, participated to a material extent in the investment decisions made by the investment business.

For the purposes of—
subclause (1)(a), in determining the specified financial products owned by A, the specified financial products owned by an entity controlled by A may be treated as being owned by A:
subclause (1)(b), in determining the transactions carried out by A, transactions carried out by an entity controlled by A may be treated as carried out by A:
applying subclause (1)(a) and (b) in relation to derivatives, the value of a derivative or the amount payable under a transaction to acquire a derivative must be treated as being the notional value of the derivative divided by 10 (see clause 49).

The frameworks and methodologies prescribed by the FMA under subpart 4 of Part 9 of this Act for the purposes of this clause (if any) must be complied with when determining whether any of the paragraphs of subclause (1) are satisfied.
In this clause, specified financial products, in relation to A, means financial products other than—
financial products of a kind prescribed for the purposes of this paragraph:
interests in a retirement scheme:
financial products issued by an associated person of A.

Notes

Schedule 1 clause 38(4)(a): replaced, on 15 March 2021, by section 56(7) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).

39Meaning of large

A person is large if at least 1 of the following paragraphs applies:
as at the last day of each of the 2 most recently completed financial years of the person before the relevant time, the net assets of the person and the entities controlled by the person exceeded $5 million:
in each of the 2 most recently completed financial years of the person before the relevant time, the total consolidated turnover of the person and the entities controlled by the person exceeded $5 million.

The frameworks and methodologies prescribed by the FMA under subpart 4 of Part 9 of this Act for the purposes of this clause (if any) must be complied with when determining whether either of the paragraphs of subclause (1) is satisfied.

40Definition of government agency

A government agency is any of the following:
a public service agency as defined in section 5 of the Public Service Act 2020:
a Crown entity under section 7 of the Crown Entities Act 2004:
a local authority:
a State enterprise (within the meaning of section 2 of the State-Owned Enterprises Act 1986):
the Reserve Bank:
the Board of Trustees of the National Provident Fund continued under the National Provident Fund Restructuring Act 1990 (and a company appointed under clause 3(1)(b) of Schedule 4 of that Act).

Notes

Schedule 1 clause 40(a): replaced, on 7 August 2020, by section 135 of the Public Service Act 2020 (2020 No 40).

41Eligible investors

A person (A) is an eligible investor, in relation to a relevant transaction or class of relevant transactions, if—
A certifies in writing, before the relevant time,—
1. as to the matters specified in subclause (2) or (2A) or (3) or (4) (as the case may be); and
2. that A understands the consequences of certifying himself, herself, or itself to be an eligible investor; and
A states in the certificate the grounds for this certification; and
a financial adviser, a qualified statutory accountant, or a lawyer signs a written confirmation of the certification in accordance with clause 43.

In relation to an offer of financial products (or a class of those transactions), A must certify that A has previous experience in acquiring or disposing of financial products that allows A to assess—
the merits of the transaction or class of transactions (including assessing the value and the risks of the financial products involved); and
A's own information needs in relation to the transaction or those transactions; and
the adequacy of the information provided by any person involved in the transaction or those transactions.

In relation to the supply of a financial advice service or a client money or property service (or a class of those services), A must certify that A has previous experience in acquiring or disposing of financial advice products that allows A to assess—
the merits of the service or services to be provided (including assessing their value and the risks involved); and
A’s own information needs in relation to the service or services; and
the adequacy of the information provided by any person involved in the service or services.

In relation to the supply of a discretionary investment management service (or a class of those services), A must certify that A has previous experience in acquiring or disposing of financial products that allows A to assess—
the merits of the service or services to be provided (including assessing its value and the risks involved); and
A's own information needs in relation to the service or services; and
the adequacy of the information provided by any person involved in the service or services.

In relation to any other relevant transaction (or a class of those transactions), A must certify as to A's experience and other matters prescribed for the purposes of this subclause.
The certification must specify the offer of financial products, market service, or other relevant transaction or class of relevant transactions to which it applies.
In relation to the supply of a financial advice service or client money or property service (or a class of those services), the certification under subclause (1)(a)(ii) must include a certificate that A understands that the competency standards and requirements of the code of conduct will not be applicable (if relevant) and that the financial adviser or provider may not be a member of an approved dispute resolution scheme.

Notes

Schedule 1 clause 41(1)(a)(i): amended, on 15 March 2021, by section 56(8) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 41(1)(c): amended, on 15 March 2021, by section 56(9) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 41(1)(c): amended, on 1 July 2015, by section 17 of the Financial Reporting Amendment Act 2014 (2014 No 64).
Schedule 1 clause 41(2A): inserted, on 15 March 2021, by section 56(10) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 41(6): inserted, on 15 March 2021, by section 56(11) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).

42Offeror may not rely on eligible investor certificate in certain circumstances

Clause 41 does not apply to an offer of financial products, the supply of a market service, or any other relevant transaction if the offeror, provider, or other relevant person, before the relevant time, knew that A did not in fact have previous experience of the kind referred to in clause 41(2), (2A), (3), or (4) (as the case may be).
Clause 41 does not apply to an offer of financial products, the supply of a market service, or any other relevant transaction if the offeror, provider, or other relevant person knew, or had reasonable grounds to believe, that the—
financial adviser, qualified statutory accountant, or lawyer referred to in clause 41(1)(c) was an associated person of the offeror, provider, or other relevant person; or
financial adviser or qualified statutory accountant referred to in clause 41(1)(c) had, within the 2 years immediately before the relevant time, provided professional services to the offeror, provider, or other relevant person, or a related body corporate of the offeror, provider, or relevant person.

Clause 41 does not apply to an offer of financial products, the supply of a market service, or any other relevant transaction if the certificate was given more than 2 years before the relevant time.

Notes

Schedule 1 clause 42(1): amended, on 15 March 2021, by section 56(12) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 42(2)(a): amended, on 15 March 2021, by section 56(13) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 42(2)(a): amended, on 1 July 2015, by section 17 of the Financial Reporting Amendment Act 2014 (2014 No 64).
Schedule 1 clause 42(2)(b): amended, on 15 March 2021, by section 56(13) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 42(2)(b): amended, on 1 July 2015, by section 17 of the Financial Reporting Amendment Act 2014 (2014 No 64).

43Confirmation of certification

A financial adviser, a qualified statutory accountant, or a lawyer (A) must not confirm a certification of a person (B) under clause 41 unless A, having considered B's grounds for the certification,—
is satisfied that B has been sufficiently advised of the consequences of the certification; and
has no reason to believe that the certification is incorrect or that further information or investigation is required as to whether or not the certification is correct.

A may be the financial adviser, qualified statutory accountant, or lawyer of B (but does not need to be).

Notes

Schedule 1 clause 43(1): amended, on 15 March 2021, by section 56(14) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 43(1): amended, on 1 July 2015, by section 17 of the Financial Reporting Amendment Act 2014 (2014 No 64).
Schedule 1 clause 43(2): amended, on 1 July 2015, by section 17 of the Financial Reporting Amendment Act 2014 (2014 No 64).

44Safe harbour if certificate given

The purpose of this clause is to provide certainty (subject to clauses 45 to 46) to—
an offeror (or other relevant person) that a person is a wholesale investor of the kind referred to in clause 3(2); or
a provider (or other relevant person) that a person is a wholesale investor of the kind referred to in clause 36(b)(i) to (iv).

A person (A) must be treated as being a wholesale investor as referred to in subclause (1)(a) or (b) (as the case may be) if A—
certifies in writing that A—
1. is a wholesale investor within the meaning of clause 3(2) or 36(b) (as the case may be); and
2. understands the consequences of certifying himself, herself, or itself to be a wholesale investor; and
states in the certificate—
1. the paragraph in clause 3(2) or the subparagraph in clause 36(b) that is claimed to apply to A; and
2. the grounds on which A claims that the paragraph or subparagraph applies; and
gives a copy of the certificate to the offeror, provider, or other relevant person.

A certificate under this clause ceases to be effective for the purposes of subclause (2) on the date that is 2 years after the date on which it was given.

45Offeror or provider may not rely on safe harbour certificate if knows A was not in fact wholesale investor

Clause 44(2) does not apply to an offer of financial products to A if the offeror, before the financial products are issued or transferred to A under the offer, knows that A was not in fact a wholesale investor within the meaning of clause 3(2) at the time the certificate was given.
Clause 44(2) does not apply to the supply of a discretionary investment management service to A if the provider, before the investment authority is granted for the service, knows that A was not in fact a wholesale investor within the meaning of clause 36(b) at the time the certificate was given.
Clause 44(2) does not apply to any other relevant transaction entered into with A if the relevant person, before the relevant time for that transaction (rather than the relevant time for the certificate), knows that A was not in fact a wholesale investor within the meaning of clause 3(2) or 36(b) at the time the certificate was given.

46Other provisions relating to certificates

A certificate under clause 41 or 44 is effective only if the certificate—
is in a separate written document; and
is in the prescribed form (if any); and
contains the prescribed information (if any); and
is otherwise given in the prescribed manner (if any).

If a person gives written notice to an offeror, provider, or other relevant person that the certificate under clause 41 or 44 is revoked, the offeror, provider, or relevant person may not rely on the certificate in respect of any subsequent offer, service, or transaction.

47Offences relating to certificates

Every person commits an offence who gives a certificate under clause 41 or 44 knowing that it is false or misleading in a material particular.
Every person (A) commits an offence who incites, counsels, or procures any person to give a certificate under clause 41 or 44 that A knows is false or misleading in a material particular.
Every person who commits an offence under this clause is liable, on conviction, to a fine not exceeding $50,000.

Control and other definitions for schedule

48Meaning of control in this schedule

In this schedule, a person controls an entity if the person—
is the entity's holding company (within the meaning of section 5 of the Companies Act 1993); or
has the capacity to determine the outcome of decisions about the entity's financial and operating policies.

In determining whether the person has the capacity referred to in subclause (1)(b),—
the practical influence the person can exert (rather than the rights the person can enforce) is the issue to be considered; and
any practice or pattern of behaviour affecting the entity's financial or operating policies must be taken into account (even if it involves a breach of an agreement or a breach of trust).

The person does not control the entity by virtue of subclause (1)(b) merely because the person and another person jointly have the capacity to determine the outcome of decisions about the entity's financial and operating policies.

49Other definitions for schedule

In this schedule,—
notional value, in relation to a derivative, means the face value or the notional amount in respect of the derivative as at the date on which the relevant agreement is entered into by the parties (see subclause (2))
relevant person, in relation to—
1. an offer of financial products, means the offeror:
2. the supply of a financial advice service or a client money or property service to a person, means the provider of the service:
3. the supply of a discretionary investment management service, means the provider of that service:
4. any other relevant transaction, means the person prescribed for the purposes of this definition
relevant time, in relation to—
1. applying the investment activity criteria in clause 38 and the meaning of large in clause 39 for the purposes of a certificate given under clause 44, means immediately before the certificate is given:
2. an offer of financial products to a person in any other case, means immediately before financial products are issued or transferred to the person under the offer:
3. the supply of a financial advice service or a client money or property service to a person, means immediately before the service is supplied:
4. the supply of a discretionary investment management service to a person in any other case, means immediately before the investment authority for the service is granted:
5. a relevant transaction in any other case, means the time prescribed for the purposes of this definition
relevant transaction means—
1. an offer of financial products for issue or sale; or
2. the supply of a financial advice service or client money or property service; or
3. the supply of a discretionary investment management service; or
4. any other prescribed transaction or service involving any dealing in financial products or any supply of a market service.
For the purposes of determining the notional value of a derivative under this schedule, the frameworks and methodologies prescribed by the FMA under subpart 4 of Part 9 of this Act for the purposes of this subclause (if any) must be complied with.

Notes

Schedule 1 clause 49(1) relevant person paragraph (ab): inserted, on 15 March 2021, by section 56(15) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 49(1) relevant time paragraph (ba): inserted, on 15 March 2021, by section 56(16) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).
Schedule 1 clause 49(1) relevant transaction paragraph (ab): inserted, on 15 March 2021, by section 56(17) of the Financial Services Legislation Amendment Act 2019 (2019 No 8).