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Mutual Recognition of Securities Offerings

Applies to issuers of securities and managed investment schemes in both Australia and New Zealand


What's new?

The introduction of the Mutual Recognition of Securities Offerings (MSRO) by the Minister of Commerce in New Zealand and the Minister for Superannuation and Corporations Law in Australia.

The scheme allows the same securities offerings document to be issued in both countries, without issuers being required to comply with most of the substantive requirements of the other country.

The scheme aims to remove unnecessary regulatory barriers to trans-Tasman securities offerings, reduce the costs of capital raising in both countries, while still maintaining investor protection through disclosure and supervision of offerings.

The Scheme will be overseen by ASIC in Australia and the New Zealand Registrar of Companies (NZCO) and the Securities Commission (NZSC) in New Zealand.

How does this apply to you?

You may be eligible to use one disclosure document to offer your securities or managed investment schemes in both Australia and New Zealand, and under the MSRO, you only have to comply with some minimal entry and ongoing requirements.

For Australian Issuers:

  • The offer must require disclosure under the Australian Corporations Act
  • You must be incorporated by law in Australia, or be a registered foreign company under the Australian Corporations Act
  • You must not be disqualified or banned
  • The offer can apply to equity or debt securities, interests in collective investment schemes, and any interest in, or option to acquire these securities under reg 4 of NZ mutual recognition regulations
  • You must lodge a written notice of intention with the NZCO
  • You must also notify ASIC

For NZ Issuers:

  • The offer must require disclosure under Part 2 of the NZ Securities Act
  • You must be incorporated under the law of New Zealand
  • You must not be disqualified or banned
  • The offer only applies to shares, debentures and interests in managed investments schemes and certain rights, interests and options in these financial products under s1200A of the Australian Corporations Act
  • You must lodge a written notice of intention with ASIC
  • You must also notify the NZCO

What can Certainty Compliance do for you?

Certainty Compliance can assist you with assessing your eligibility for offering securities under the Mutual Recognition scheme together with ensuring that you address both the entry and ongoing requirements in accordance with the MSRO.

Further information

Certainty Compliance would be pleased to discuss how we can ensure you understand and meet the requirements under the MSRO should you be looking to utilise one disclosure document for offering securities or managed investment schemes in both Australia and New Zealand. Contact your Certainty consultant at (02) 9238 8091 or enquiries@certaintycompliance.com.au

Joint guide to offering securities in NZ and Australia under mutual recognition: www.asic.gov.au/JointGuide

ASIC website: www.asic.gov.au

New Zealand Companies Office:www.companies.govt.nz

New Zealand Securities Office:www.seccom.govt.nz