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Summary of

Securities Act (Multiple Participants Superannuation Schemes) Exemption Notice 2004

2004/404

Gazetted on 25 November 2004
Expires on 30 November 2009

Effects of the exemption
This exemption notice amends the Securities Act (Multiple Participants Superannuation Schemes) Exemption Notice 1998 ("principal notice"), by extending its expiry date to 30 November 2009, and amending the conditions of exemption to offer a new option in relation to the filing of admission deeds.

Participants are able to choose whether to file the admission deed with the Registrar of Companies, as in the past, or to state in the investment statement that the admission deed will be supplied free of charge to members and prospective members of the scheme on request.

An "admission deed" is a deed or similar document entered into by a participant that admits the participant to the superannuation scheme.

Background
The principal notice covers trustees and promoters of multiple employer superannuation schemes which take the form of master trusts. Individual employers may sign up to such master trusts in respect of their employees.

The principal notice provides relief, subject to conditions, from the following provisions of the Securities Act 1978 and the Securities Regulations 1983:

• section 41(b)(ii) of the Act;
• regulations 7A(4) and 17 of the Regulations;
• clauses 3(2), 3(3), 4(1), 4(2), 4(3), 4(3)(c), 8(2) and 11 of Schedule 3C;
• clause 3(5)(d) of Schedule 3D.

These exemptions enable employers to participate in master trust schemes without the need to sign and include their details in the prospectus, which would be impractical for a scheme with numerous participants.

In preparing this exemption, the Commission sought and considered submissions on the provisions of the principal notice, which was due to expire on 30 November 2004.

The exemption
The expiry date of the principal notice is extended from 30 November 2004 to 30 November 2009.

Conditions
The exemption from clause 4(1) of Schedule 3C is subject to the following amended conditions:

• if an admission deed has been signed or amended before the commencement of this notice, either:
  • a copy of the deed and any amendments to it are delivered to the Registrar of Companies before a superannuation scheme investment statement is distributed; or
  • it is a term of the offer that the investment statement states that a copy of the deed and any amendments to it will be supplied on request to members and prospective members, free of charge.
• if an admission deed has not been signed or amended before the commencement of this notice, either:
  • a copy of the deed and any amendments are delivered to the Registrar of Companies within 14 days of the deed being signed or amended; or
  • it is a term of the offer that the investment statement states that a copy of the admission deed and any amendments to it will be supplied on request to members and prospective members, free of charge.
• in every case, the investment statement states the date of the admission deed and the dates of all amendments to that deed.

The conditions of exemption from clause 11 of Schedule 3C include the following amended condition:

• that the registered prospectus and investment statement state that interests in the superannuation scheme may not be offered unless the admission deed: -
  • has been filed with the Registrar of Companies and is available for public inspection; or
  • is available, free of charge, to members and prospective members on request.

• the registered prospectus contains a statement that interests in the superannuation scheme will not be offered to members or prospective members unless an admission deed has been signed by the participant, and:
  • the deed has been filed with the Registrar of Companies and is available for public inspection; or
  • the deed is available, free of charge, to members and prospective members on request.
• the registered prospectus states that the dates of the admission deed and any amendments to that deed are contained in the investment statement.

Reasons
The exemption notice continues to provide useful and relevant exemptions for trustees and promoters of multiple employer superannuation schemes that take the form of master trusts. Superannuation scheme trustees would otherwise have to disclose details in the investment statement and prospectus about numerous scheme participants, and a large number of employers and other participants would be required to sign the prospectus.

The amendments to the condition requiring the admission deed to be filed protects the commercial sensitivity of information in the admission deed by enabling the admission deed to be obtained free of charge on request by a member or prospective member of the scheme, rather than made publicly available by filing it with the Registrar.