17 NOVEMBER
NEW ZEALAND GAZETTE
4411

restrictions which subordinate the claims of any class of unsecured creditors of the Registered Bank on the assets of the Overseas Bank to those of any other class of unsecured creditors of the Overseas Bank, in a winding up of that Overseas Bank. If so, the Key Information Summary shall also state:

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

(ii) the nature and amount of each Class of the Registered Bank’s liabilities which are so affected;

(j) Financial statements of the Overseas Bank and Overseas Banking Group—
a statement that copies of that part of the Registered Bank’s most recent Supplemental Disclosure Statement, which contains a copy of the most recent publicly available financial statements of the Overseas Bank and Overseas Banking Group, 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;

(k) Reference to Disclosure Statements—
a statement that copies of the Registered Bank’s most recent General Disclosure Statement and Supplemental 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; and

(l) Auditor’s report—
a copy of a report by an auditor signed by that auditor either in the auditor’s own name or the name of that auditor’s firm, that states with respect to the information prepared in accordance with this clause:

(i) that the Key Information Summary has been examined by the auditor; and

(ii) whether the Key Information Summary has been completed in accordance with this Order and whether the information contained in it has been properly taken, where applicable, from the information contained in the General Disclosure Statement.

Part III

General Disclosures to be Contained in General Disclosure Statement

6. General Matters—(1) In respect of the Registered Bank, the General Disclosure Statement shall state its name and Address for Service.

(2) In respect of the Overseas Bank, the General Disclosure Statement shall state:

(a) its name and the address of its principal office, or place of business, outside New Zealand;

(b) the statute or other authority under or pursuant to which it was incorporated or established; and

(c) the date of its incorporation or establishment.

(3) Where applicable, the General Disclosure Statement shall state:

(a) the name and Address for Service of the Ultimate Parent Bank of the Overseas Bank;

(b) the name and Address for Service of the Ultimate Holding Company of the Overseas Bank; and

(c) a summary of any regulations, legislation or other restrictions of a legally enforceable nature which may

Materially inhibit the legal ability of the bodies corporate referred to in paragraphs (a) and (b) of this subclause, to provide Material financial support to the Registered Bank.

(4) The General Disclosure Statement shall state whether there are any Material legislative or regulatory restrictions which subordinate the claims of any class of unsecured creditors of the Registered Bank on the assets of the Overseas Bank to those of any other class of unsecured creditors of the Overseas Bank, in a winding up of that Overseas Bank. If so, the General Disclosure Statement shall also state:

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

(b) the nature and amount of each Class of the Registered Bank’s liabilities which are so affected.

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 or Overseas 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, to other claims on 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