17 NOVEMBER

NEW ZEALAND GAZETTE

4387

investigation, able to be obtained by the Registered Bank, the General Disclosure Statement shall state the name of each person who is a Substantial Security Holder and, where that person is not the registered and the beneficial holder of the Voting Securities, shall state briefly the nature of that person’s Relevant Interest in those Voting Securities.

7. Guarantee Arrangements—(1) The General Disclosure Statement shall state whether the Material obligations of the Registered Bank, or of any member of the Banking Group which is an Issuer, are guaranteed.

(2) Where a person guarantees any Material obligations of the Registered Bank, or of any member of the Banking Group which is an Issuer, the General Disclosure Statement shall state:

(a) the name and Address for Service of the guarantor;

(b) whether the guarantor is a member of the Banking Group;

(c) the nature of the obligations which are guaranteed, including a description sufficient to identify them;

(d) whether there are any limits on the amount of the obligations guaranteed and, if so, a brief summary of the nature of those limits;

(e) whether there are any Material conditions applicable to the guarantee other than non-performance by the principal obligor and, if so, a brief summary of those conditions;

(f) whether there are any Material legislative or regulatory restrictions which would have the effect of subordinating the claims under the guarantee of any of the creditors of the Registered Bank or Banking Group on the assets of the guarantor, in a winding up of that guarantor. If so, the General Disclosure Statement shall also state:

(i) the legislation or regulations involved and the nature of the impairment of the rights of the creditors which they create;

(ii) the amount of the liabilities which are so affected;

(g) (i) the amount of the net tangible assets of the guarantor as shown in the most recent publicly available audited financial statements, together with any qualifications in the auditor’s report on those financial statements that reflect on the statement of those assets in the financial statements; or

(ii) where the guarantor is a Bank, the guarantor’s most recent publicly disclosed Capital expressed as an amount and as a percentage of risk weighted exposures, and the date to which that measure of Capital relates;

(h) the information required to be disclosed pursuant to clause 11 of this Order as though the reference to a Registered Bank were a reference to the guarantor, the reference to New Zealand were a reference to the country of incorporation of the guarantor and the reference to New Zealand dollars were a reference to the currency of the country of incorporation of the guarantor; and

(i) that a copy of that part of the Registered Bank’s most recent Supplemental Disclosure Statement, which contains a copy of the full guarantee contract, will be provided at no charge, immediately to any person requesting a copy where the request is made at the Registered Bank’s head office and within five Working Days where the request is made at any branch or agency of the Registered Bank, unless the content of the Supplemental Disclosure Statement is contained in the General Disclosure Statement.

8. Registered Bank: Directorate and Auditors—The General Disclosure Statement shall state:

(a) an address to which communications addressed to the Directors and Responsible Persons (if any), or any of them, may be sent;

(b) the name, occupation, technical or professional qualifications, and country of residence of each Director and Responsible Person;

(c) the name and Address for Service of any auditor whose report is referred to in the Disclosure Statement;

(d) in relation to every Director:

(i) the nature and amount of any transaction which any Director or any Immediate Relative or close business associate of any Director has with the Registered Bank or any member of the Banking Group which either has been entered into on terms other than those which would, in the ordinary course of business of the Registered Bank or any member of the Banking Group, be given to any other person of like circumstances or means, or which could otherwise be reasonably likely to influence Materially the exercise of that Director’s duties; and

(ii) whether any Director is an executive Director; and

(e) the policy of the board of Directors for avoiding or dealing with conflicts of interest which may arise from the personal, professional or business interests of the Directors or any of them.

9. Conditions of Registration—The General Disclosure Statement shall either:

(a) state that a copy of that part of the Registered Bank’s most recent Supplemental Disclosure Statement, which contains a copy of the Conditions of Registration applicable as at the date of the Disclosure Statement, will be provided at no charge, immediately to any person requesting a copy where the request is made at the Registered Bank’s head office and within five Working Days where the request is made at any branch or agency of the Registered Bank; or

(b) contain a copy of the Conditions of Registration applicable as at the date of the Disclosure Statement.

10. Pending Proceedings or Arbitration—The General Disclosure Statement shall contain a description of any pending proceedings or arbitration concerning any member of the Banking Group, whether in New Zealand or elsewhere, that may have a Material adverse effect on the Registered Bank or the Banking Group.

11. Credit Ratings—(1) The General Disclosure Statement shall state whether the Registered Bank has a credit rating applicable to its long term senior unsecured obligations payable in New Zealand, in New Zealand dollars.

(2) For each credit rating required to be disclosed pursuant to subclause (1) of this clause the General Disclosure Statement shall state:

(a) the name of the person who gave the credit rating;

(b) the current rating and all qualifications to that rating;

(c) any changes made to the rating in the two years preceding the Balance Date and the date on which any such change occurred; and

(d) descriptions or explanations of all the steps in the applicable rating scales.

Part IV

Financial and Supplementary Disclosures to be Contained in General Disclosure Statement