3. Interpretation---(1) Section 2 (1) of the principal Act is hereby
amended by repealing the definition of the term ``advertisement'' (as
inserted by section 2 (1) of the Securities Amendment Act 1982 and
amended by section 13 (1) of the Reserve Bank of New Zealand Amendment
Act 1995), and substituting the following definition:
`` `Advertisement' has the meaning set out in section 2A of this
Act:''.
(2) Section 2 (1) of the principal Act is hereby amended by repealing
the definition of the term ``associated persons'' (as amended by section
YB 1 of the Income Tax Act 1994), and substituting the following
definition:
`` `Associated persons' or `persons associated with each other'
are---
``(a) Persons who are relatives within the meaning of the
Income Tax Act 1994; or
``(b) Persons who are partners to whom the Partnership Act
1908 applies; or
``(c) Bodies corporate that consist substantially of the same
members or shareholders or that are under the control of the
same persons; or
``(d) A body corporate and a person who has the power,
directly or indirectly, to exercise, or control the exercise of,
the rights to vote attached to 25 percent or more of the voting
securities of the body corporate; or
``(e) A body corporate and a person who is a director of the
body corporate:''.
(3) Section 2 (1) of the principal Act is hereby amended by inserting
in the definition of the term ``authorised advertisement'', after the
words ``section 38'', the words ``or section 38AA''.
(4) Section 2 (1) of the principal Act is hereby amended by repealing
the definitions of the terms ``authorised life insurance company'' (as
inserted by section 42 (1) of the Securities Amendment Act 1988) and
``books and papers'' or ``books or papers''.
(5) Section 2 (1) of the principal Act is hereby amended by inserting,
before the definition of the term ``building society'', the following
definition:
`` `Bonus bond' means a unit in an approved unit trust within the
meaning of section 3 (1) of the Finance Act (No. 2) 1990:''.
(6) Section 2 (1) of the principal Act is hereby amended by repealing
the definition of the term ``debt security'' (as amended by section 2
(6) of the Securities Amendment Act 1982), and substituting the
following definition:
`` `Debt security' means any interest in or right to be paid money
that is, or is to be, deposited with, lent to, or otherwise
owing by, any person (whether or not the interest or right is
secured by a charge over any property); and includes---
``(a) A debenture, debenture stock, bond, note, certificate of
deposit, and convertible note; and
``(b) An interest or right that is declared by regulations to
be a debt security for the purposes of this Act; and
``(c) A renewal or variation of the terms or conditions of any
such interest or right or of a security referred to in paragraph
(a) or paragraph (b) of this definition;---
but does not include---
``(d) An interest in a contributory mortgage where the
interest is offered by a contributory mortgage broker; or
``(e) Any such interest or right or a security referred to in
paragraph (a) or paragraph (c) of this definition that is
declared by regulations not to be a debt security for the
purposes of this Act:''.
(7) Section 2 (1) of the principal Act is hereby amended by repealing
the definition of the term ``distribute'', and substituting the
following definitions:
`` `Distribute' includes---
``(a) Make available, publish, and circulate; and
``(b) Communicate by letter, newspaper, broadcasting, sound
recording, television, cinematographic film, video, or any form
of electronic or other means of communication:
`` `Document' means a document in any form; and includes---
``(a) Any writing on or in any material; and
``(b) Information recorded or stored by means of a
tape-recorder, computer, or other device; and material
subsequently derived from information so recorded or stored; and
``(c) A record, book, graph, or drawing; and
``(d) A photograph, film, negative, tape, disk, or other
device in which one or more visual images are embodied or stored
so as to be capable (with or without the aid of equipment) of
being reproduced:''.
(8) Section 2 (1) of the principal Act is hereby amended by repealing
the definition of the term ``equity security'', and substituting the
following definition:
`` `Equity security' means any interest in or right to a share in,
or in the share capital of, a company; and includes---
``(a) A preference share, and company stock; and
``(b) A security that is declared by regulations to be an
equity security for the purposes of this Act; and
``(c) A renewal or variation of the terms or conditions of any
such interest or right or a security referred to in paragraph
(a) or paragraph (b) of this definition;---
but does not include any such interest or right or a security
referred to in paragraph (a) or paragraph (c) of this definition
that is declared by regulations not to be an equity security for
the purposes of this Act:''.
(9) Section 2 (1) of the principal Act is hereby amended by inserting,
after the definition of the term ``Government department'', the
following definitions:
`` `Interest in a superannuation scheme' means an interest or right
to participate in any capital, assets, earnings, or other
property of a superannuation scheme; and includes---
``(a) Any interest or right that is declared by regulations to
be an interest in a superannuation scheme for the purposes of
this Act; and
``(b) Any renewal or variation of the terms or conditions of
any such interest or right or a security referred to in
paragraph (a) of this definition;---
but does not include any such interest or right, or a security
referred to in paragraph (b) of this definition, that is
declared by regulations not to be an interest in a
superannuation scheme for the purposes of this Act:
`` `Investment statement' has the meaning set out in section 38C of
this Act:''.
(10) Section 2 (1) of the principal Act is hereby amended by repealing
the definition of the term ``issuer'' (as substituted by section 2 (8)
of the Securities Amendment Act 1982), and substituting the following
definition:
`` `Issuer' means,---
``(a) In relation to an equity security or a debt security, or
to an advertisement, investment statement, prospectus, or
registered prospectus that relates to an equity security or a
debt security, or to a trust deed that relates to a debt
security, the person on whose behalf any money paid in
consideration of the allotment of the security is received:
``(b) In relation to a participatory security, or to an
advertisement, investment statement, prospectus, or registered
prospectus, or to a deed of participation that relates to a
participatory security, the manager:
``(c) In relation to an interest in a contributory mortgage
offered by a contributory mortgage broker, or to an
advertisement that relates to such an interest, the contributory
mortgage broker:
``(d) In relation to a unit in a unit trust, or to an
advertisement, investment statement, prospectus, or registered
prospectus that relates to such a unit, the manager:
``(e) In relation to a life insurance policy, or to an
advertisement, investment statement, prospectus, or registered
prospectus that relates to a life insurance policy, the life
insurance company that is liable under the policy:
``(f) In relation to an interest in a superannuation scheme,
or to an advertisement, investment statement, prospectus, or
registered prospectus that relates to such an interest, the
superannuation trustee of the scheme:''.
(11) Section 2 (1) of the principal Act is hereby amended by repealing
the definition of the term ``life insurance policy'' (as inserted by
section 42 (2) of the Securities Amendment Act 1988), and substituting
the following definition:
`` `Life insurance policy' means a policy of life or endowment
insurance, or a policy securing an annuity; and includes---
``(a) A policy of insurance that is declared by regulations to
be a life insurance policy for the purposes of this Act; and
``(b) A renewal or variation of the terms or conditions of any
such policy or a security referred to in paragraph (a) of this
definition;---
but does not include any such policy, or a security referred to
in paragraph (b) of this definition, or a term life insurance
policy (within the meaning of regulations) that is declared by
regulations not to be a life insurance policy for the purposes
of this Act:''.
(12) Section 2 (1) of the principal Act is hereby amended by repealing
the definition of the term ``manager'', and substituting the following
definition:
`` `Manager',---
``(a) In relation to a participatory security, means the
person or persons acting in the promotion or management of the
arrangement or scheme to which the security relates; and
``(b) In relation to a unit in a unit trust, has the same
meaning as in section 2 (1) of the Unit Trusts Act 1960:''.
(13) Section 2 (1) of the principal Act is hereby amended by repealing
the definition of the term ``participatory security'', and substituting
the following definition:
`` `Participatory security' means any security other than---
``(a) An equity security; or
``(b) A debt security; or
``(c) A unit in a unit trust; or
``(d) An interest in a superannuation scheme; or
``(e) A life insurance policy:''.
(14) Section 2 (1) of the principal Act is hereby amended by
inserting, after the definition of the term ``promoter'', the following
definition:
`` `Prospective investor', in relation to a security, means any
person who, under the terms of issue of the security, is
eligible to subscribe for the security:''.
(15) Section 2 (1) of the principal Act is hereby amended by repealing
the definition of the term ``qualified auditor'', and substituting the
following definitions:
`` `Qualified auditor' has the meaning given to it by section 2C of
this Act:
`` `Receive', in relation to a document, information, or other
matter, includes receive by any form of electronic or other
means of communication in a manner that enables the recipient to
readily store the document, information, or other matter in a
permanent form and, with or without the aid of any equipment, to
retrieve and read it:''.
(16) Section 2 (1) of the principal Act is hereby amended by
inserting, after the definition of the term ``Registrar'', the following
definition:
`` `Regulations' means regulations made under section 70 of this
Act:''.
(17) Section 2 (1) of the principal Act is hereby amended by
inserting, after the definition of the term ``relative'', the following
definition:
`` `Scheme' means,---
``(a) In relation to a participatory security, the arrangement
or scheme to which the security relates; and
``(b) In relation to an interest in a superannuation scheme,
that superannuation scheme; and
``(c) In relation to a unit in a unit trust, that unit
trust:''.
(18) Section 2 (1) of the principal Act is hereby amended by repealing
the definition of the term ``security'', and substituting the following
definition:
`` `Security' has the meaning set out in section 2D of this Act:''.
(19) Section 2 (1) of the principal Act is hereby amended by
inserting, after the definition of the term ``security holder'', the
following definition:
`` `Send', in relation to a document, information, or other matter,
includes send by electronic or other means that enables the
recipient to readily store the matter in a permanent and legible
form:''.
(20) Section 2 (1) of the principal Act is hereby amended by
inserting, after the definition of the term ``subscribe'', the following
definitions:
`` `Superannuation scheme' means a registered superannuation scheme
within the meaning of section 2 (1) of the Superannuation
Schemes Act 1989:
`` `Superannuation trustee' has the same meaning as the term
`trustees' has in the Superannuation Schemes Act 1989:
`` `Trust deed' means a trust deed required by section 33 (2) (a) of
this Act:''.
(21) Section 2 (1) of the principal Act is hereby amended by adding
the following definitions:
`` `Unit' means an interest or right to participate in any capital,
assets, earnings, or other property of a unit trust; and
includes---
``(a) Any interest or right that is declared by regulations to
be a unit for the purposes of this Act; and
``(b) Any renewal or variation of the terms or conditions of
any such interest or right;---
but does not include any such interest or right or a security
referred to in paragraph (b) of this definition that is declared
by regulations not to be a unit for the purposes of this Act:
`` `Unit trust' has the same meaning as in section 2 (1) of the Unit
Trusts Act 1960:
`` `Unit trustee' has the same meaning as the term `trustee' has in
section 2 (1) of the Unit Trusts Act 1960:
`` `Working day' means a day of the week other than---
``(a) Saturday, Sunday, Good Friday, Easter Monday, Anzac Day,
the Sovereign's Birthday, Labour Day, and Waitangi Day; and
``(b) A day in the period commencing with the 25th day of
December in any year and ending with the 2nd day of January in
the following year; and
``(c) If the 1st day of January in any year falls on a Friday,
the following Monday; and
``(d) If the 1st day of January in any year falls on a
Saturday or a Sunday, the following Monday and Tuesday:
`` `Writing' includes---
``(a) The recording of words in a permanent and legible form;
and
``(b) The display of words by any form of electronic or other
means of communication in a manner that enables the words to be
readily stored in a permanent form and, with or without the aid
of any equipment, to be retrieved and read;---
and `written' has a corresponding meaning.''
(22) Section 2 of the principal Act is hereby amended by repealing
subsection (2).
(23) The following enactments are hereby consequentially repealed:
(a) Subsections (1), (6), and (8) of section 2 of the Securities
Amendment Act 1982:
(b) Section 42 (1) of the Securities Amendment Act 1988:
(c) Section 13 (1) of the Reserve Bank of New Zealand Amendment Act
1995.