NEW ZEALAND GAZETTE, No. 10 — 4 FEBRUARY 2016

a memorandum signed by the directors of the exempt overseas company setting out:

A. that the specified financial statements are the consolidated financial statements required to be prepared in respect of the parent company in accordance with the laws of the United States of America and are not the financial statements of the exempt overseas company;

B. the reasons for the specified financial statements being provided instead of financial statements for the exempt overseas company;

C. the extent to which the revenue, expenses, assets and liabilities of the parent company are represented by the exempt overseas company; and

D. a statement that the accounts of the exempt overseas company and the parent company are sufficiently similar such that the exempt overseas company’s financial position can be determined from the parent company’s financial statements.

Dated at Wellington this 4th day of February 2016.

ROB RENDLE, Deputy Registrar of Companies.

Statement of reasons

This notice, which comes into force on the date of its notification in the New Zealand Gazette and expires on 31 July 2021, exempts the directors of Hawaiian Airlines, Inc, a company incorporated in the United States of America, from certain provisions of the Companies Act 1993 ("Act").

The effect of the exemption is to exempt Hawaiian Airlines, Inc ("company") from the requirement under the Act to prepare stand-alone financial statements. In place of these financial statements the company is required to prepare and deliver for registration the audited consolidated group financial statements its parent company, Hawaiian Holdings, Inc, is required to prepare under the law in the United States of America.

However, the exemption only applies where the following conditions are met:

a. the company’s revenue accounts for at least 95% of its parent company’s revenue;

b. the company’s expenses accounts for at least 95% of its parent company’s expenses; and

c. the company accounts for at least 90% of the total assets and liabilities in its parent company’s balance sheet.

If those conditions are not met, the exemption will not apply and the company will be required to prepare and file stand-alone financial statements.

The principal differences in financial statements provided in reliance on the exemption are:

a. the directors of the company will not prepare and file stand-alone financial statements for the company;

b. the directors of the company will register audited consolidated financial statements for Hawaiian Holdings, Inc and its subsidiaries;

c. the consolidated financial statements will comply with generally accepted accounting practice in the United States of America (rather than generally accepted accounting practice in New Zealand); and

d. the consolidated financial statements will be audited in accordance with auditing and assurance standards in force in the United States of America (rather than the applicable auditing and assurance standards in force in New Zealand).

The Registrar considers that it is appropriate to grant the exemption because:

• the Registrar has had regard to the financial reporting requirements that must be complied with by the company in its home jurisdiction under which it is not required to prepare stand-alone financial statements;

• the company will still be required to file:

  • audited consolidated group financial statements for Hawaiian Holdings, Inc, prepared in accordance with generally accepted accounting practice in the United States of America; and
  • if the New Zealand business is a large company, financial statements for the company’s New Zealand business that comply with generally accepted accounting practice in New Zealand;

• the consolidated group financial statements prepared for Hawaiian Holdings, Inc contain all the relevant

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