28 AUGUST
NEW ZEALAND GAZETTE
3067

Relevant Interest in 5 percent or more of the Voting Securities of which the Registered Bank is the issuer.

‘Supplemental Disclosure Statement’ means that part of a Disclosure Statement which contains the information prescribed in Part V of this Order.

‘Third Quarter Accounting Period’ means:
(a) the first nine month period of an Accounting Period; and
(b) where an Accounting Period will be 15 months, the first 12 month period of an Accounting Period.

‘Tier One Capital’ in relation to:
(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 (or in the case of the first Disclosure Statement required by this Order for a Registered Bank which becomes a Registered Bank after 1 October 1998, within such period as the Reserve Bank shall specify) 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, every branch of the Registered Bank, and every Premises of an agency of the Registered Bank primarily engaged in the business 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) where a Registered Bank publishes information on an internet web site which includes any information directed primarily at its New Zealand customers or potential customers, the Registered Bank shall make available or display a copy of its most recent Key Information Summary on that internet web site;
(d) every Registered Bank shall notify each of its customers holding a Direct Banking Account of the availability of its most recent Key Information Summary, as soon as is practicable after the publication of that Key Information Summary, and shall state that the Key Information Summary is available immediately upon request and at no charge;
(e) 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 of the Registered Bank, any other Premises of the Registered Bank, or any Premises of an agency of the Registered Bank primarily engaged in the business of the Registered Bank;
(f) 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 of the Registered Bank, any other Premises of the Registered Bank, or any Premises of an agency of the Registered Bank primarily engaged in the business of the Registered Bank, unless the content of a Supplemental Disclosure Statement is included in the General Disclosure Statement; and
(g) 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 Registered Bank, or of a member of the 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 (7) of this clause, where a Registered Bank is unable 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:
(a) state that fact, and an explanation of the circumstances; and