Most Read Contributor in New Zealand, September 2016
The new Companies Office prospectus registration procedures,
which were to come into effect on Monday, could impact on offer
launch dates and are possibly inconsistent with the Securities Act
The new processes were advised recently without consultation. We
are pursuing our concerns with the Registrar of Companies and
changes may result. We will update you on developments.
The proposed new prospectus registration process
Registration will no longer be back-dated to the date of
submission. Electronic documents will be registered on the same day
only if uploaded before midday. Otherwise, they
will be registered on the following working day.
Hard copy documents posted or hand delivered to the Auckland
Companies Office will be registered within three working
For new issues, the date of registration of the prospectus is
the start of the five or ten day stand-down period before offers
may start. For continuous offers, allotment may start after
registration of the prospectus. These new delays could extend offer
Documents will no longer be received by reception staff in the
Wellington office of the Ministry of Business, Innovation and
Currently the Registrar will register a prospectus as at the
date on which it is received (provided it is received before 5pm on
a working day), unless there is reason to refuse the
The reasons for refusal are limited and require simply checking
that the prospectus is in the proper form, legible, signed and
The Securities Act states that the Registrar must register a
prospectus promptly upon delivery unless one of the limited grounds
for refusal of registration exists. We consider that the five hour
(electronic filings) and three working day (physical filings)
timeframes for registration are inconsistent with this
The checks to be performed on these documents should take ten
minutes at most, but we appreciate some leeway is needed to allow
for numerous filings at the same time.
The checks to be performed on documents physically received by
the Registrar are no more difficult than those performed on
documents received electronically. The only points of difference
are internal delivery and scanning.
We also note that for very large filings (documents over 50MB),
and for certain types of filings (including Mutual Recognition
Securities Offerings which have only five days to register certain
documents), electronic registration is not an option. Physical
filing is the only option for these issuers and sometimes urgent
amendments need to be filed where the issuer is not able to wait
for three days before registration of their document.
The information in this article is for informative purposes
only and should not be relied on as legal advice. Please contact
Chapman Tripp for advice tailored to your situation.
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