Securities (Mutual Recognition of Securities Offerings - Australia) Regulations 2008 ('MRS')

In June 2008 New Zealand and Australia introduced legislation which allows for trans-Tasman securities offers.  The objective of the MRS regime is to remove unnecessary regulatory barriers, so that an issuer lawfully offering securities in either Australia or New Zealand can use the same offer documents and offer structure in both countries.

The New Zealand Securities Commission and the Australian Securities and Investments Commission (ASIC) have issued a comprehensive guide titled ‘How to offer securities in New Zealand and Australia under mutual recognition’.  We recommend you read this guide before taking advantage of the MRS regime as it provides detailed information regarding filing requirements for issuers in both jurisdictions, including timeframes for lodging documents.

The guide is available from the New Zealand Securities Commission and from the Australian Securities and Investments Commission.

There are no fees associated with documents lodged under the MRS regime.

If you are unsure of the requirements of the MRS regime we recommend you consult your solicitor or professional advisor before opting in. 

Australian issuers wishing to make an offer of securities in New Zealand

An Australian issuer wishing to opt in to the MRS regime has filing obligations with both the New Zealand Companies Office and the Australian Securities and Investments Commission (ASIC).  Please ensure you have read the guide before proceeding.

As explained in the guide Australian issuers who wish to make use of the MRS regime must comply with certain requirements:

1. the offer must be a 'regulated offer' in Australia; that is, the offer must be subject to Australia’s regulatory system;
2. the Australian issuer must file a notice with the Registrar of Companies in New Zealand, as well as with ASIC in Australia, stating that it proposes to make an offer under the MRS regime;
3. the Australian issuer must provide the Registrar of Companies in New Zealand with a number of other supporting documents.

Visit www.legislation.govt.nz or refer to the guide for more information on the documents required. 

Australian issuers are required to file an Opt-in notice with the Registrar of Companies in New Zealand in order to make use of the MRS regime.

 Download Form MRSO1 - Opt-in notice

Please ensure that the requisite documents accompany the Opt-in notice when it is submitted for lodgment with the Registrar of Companies in New Zealand.  A checklist has been included on the form to assist you with this.

An Australian issuer will also have ongoing requirements to notify the Registrar of Companies in New Zealand of changes in relation to the offer.

Visit www.legislation.govt.nz or refer to the guide for more information on the ongoing documents required.

 Download the forms needed to meet the ongoing requirements. 

New Zealand issuers wishing to make an offer of securities in Australia

A New Zealand issuer wishing to opt in to the MRS regime has filing obligations with both the New Zealand Companies Office and ASIC. Please ensure you have read the guide before proceeding. 

As explained in the guide, New Zealand issuers who wish to make use of the MRS regime must comply with certain requirements:

1. the offer must be a 'recognised offer' in New Zealand; that is, be subject to New Zealand’s regulatory regime; 
   
2. the New Zealand issuer must file a notice with the Registrar of Companies in New Zealand, as well as with ASIC in Australia, stating that it proposes to make an offer under the regime;
3. the New Zealand issuer must provide ASIC with a number of other supporting documents.
   

Visit www.legislation.govt.nz or refer to the guide for more information on the documents required.

As well as the documents which the New Zealand issuer is required to lodge in Australia, the New Zealand issuer is required to file a notice with the Registrar of Companies in New Zealand stating that it proposes to make an offer in Australia under this regime.

 Download Form MRSO8 - Notice of intention to make an offer under Australian recognition scheme.