17 NOVEMBER NEW ZEALAND GAZETTE 4409

(a) an Overseas Bank or Overseas Banking Group, means the amount of tier one capital held by the Overseas Bank or Overseas Banking Group determined in accordance with the requirements of the authority having the power to impose minimum Capital requirements on that Overseas Bank or Overseas Banking Group in its country of domicile;

(b) a Banking Group, means the amount of tier one capital held by the Banking Group, determined in accordance with the Conditions of Registration.

‘Ultimate Holding Company’ means the body corporate which is the Registered Bank’s holding company (as that term is defined in section 5 of the Companies Act 1993) and which is not itself a Subsidiary of another body corporate and which is not a Bank.

‘Ultimate Parent Bank’ means any Bank which is the Registered Bank’s holding company (as that term is defined in section 5 of the Companies Act 1993) and which is not itself a Subsidiary of another Bank.

‘Voting Security’ has the same meaning as in section 2 of the Securities Amendment Act 1988.

‘Working Day’ means a day of the week on which the Registered Bank’s head office is open for business.

3. Form, Frequency and Distribution of Disclosure Statement—(1) Subject to the Act, every Registered Bank shall Publish, not later than three months after each Balance Date, a Disclosure Statement which shall:

(a) contain the information that is prescribed in Part II to Part V of this Order; and

(b) comply with the Act.

(2) Disclosure Statements shall be Published in the following manner:

(a) every Registered Bank shall prominently display the Registered Bank’s most recent Key Information Summary at the Registered Bank’s head office and every branch or agency of the Registered Bank;

(b) every Registered Bank shall provide to any person a copy of its most recent Key Information Summary immediately upon request and at no charge;

(c) every Registered Bank shall provide a copy of its most recent General Disclosure Statement 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;

(d) every Registered Bank shall provide a copy of its most recent Supplemental Disclosure Statement, or such part of it as is requested, 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 a Supplemental Disclosure Statement is included in the General Disclosure Statement; and

(e) every Registered Bank shall deliver a copy of its most recent Disclosure Statement to the Reserve Bank on the Publication Date.

4. General Provisions Relating to Content of Disclosure Statement—(1) (a) In addition to the information which is required by this Order, a Disclosure Statement:

(i) shall contain such other information as in the opinion of the Directors it is necessary or desirable to include so as to ensure that any information contained in the Disclosure Statement is not false or misleading in any Material particular; and

(ii) subject to any express provision to the contrary in this Order, may contain such other information as the Directors consider appropriate.

(b) A Disclosure Statement shall not contain any offer (within the meaning of that term as defined in section 2 of the Securities Act 1978) of any Debt Securities, but may contain information required for the purposes of regulation 21(2) and regulation 22(d) of the Securities Regulations 1983.

(2) Subject to the Act and this clause, nothing in this Order shall limit the provisions of any other enactment.

(3) Where this Order requires or permits a Disclosure Statement to incorporate information about any person, business, or group in respect of a stated period, that information need not relate to any part of that period for which the person, business, group or any part thereof did not exist. Where the Disclosure Statement contains information in respect of a period that is less than the stated period, it shall identify the period in respect of which the information is provided.

(4) The Disclosure Statement shall not state or imply that a person is, or intends to become, a shareholder of the Overseas Bank, or of a member of the Overseas Banking Group, without also stating whether that person guarantees any of the obligations of the Registered Bank or any member of the Banking Group.

(5) Subject to subclause (6) of this clause, where a Registered Bank is unable:

(a) because of systems limitations or because of circumstances beyond its control to disclose information which the Registered Bank would, pursuant to this Order, be required to disclose, the Disclosure Statement shall:

(i) state that fact, and an explanation of the circumstances; and

(ii) contain information which is the closest available alternative to that required to be disclosed pursuant to this Order; or

(b) to disclose peak end-of-day information for that part of an Accounting Period which precedes the date on which this Order comes into force, the Registered Bank may disclose peak end-of-day information in respect of the period commencing with the date on which this Order comes into force.

(6) A Registered Bank need not disclose comparative information where this information is not readily available, provided that comparative information shall be deemed to be readily available 12 months after the date at which such information was first required to be Published.

Part II

Key Information Summary

5. Content of Key Information Summary—(1) Subject to subclause (2) of this clause, the Key Information Summary shall contain, in the same order and under the same headings, the information required to be disclosed pursuant to subclause (6) of this clause, as at the Registered Bank’s Balance Date or for the Accounting Period or Interim Accounting Period, as the case may be, unless otherwise stated.

(2) If a Key Information Summary would be false or misleading as a result of stating the information required to be disclosed pursuant to subclause (6) of this clause, information and explanations that will make the Key Information Summary not false or misleading shall also be stated under the relevant heading.

(3) Where applicable, the information contained in the Key