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Pursuant to section 35B of the Financial Reporting Act 1993, the Registrar of Companies gives the following notice (to which is appended a statement of reasons of the Registrar).
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Notice
1 Title
This notice is the Financial Reporting Act (ENSCO Oceanics International Company and ENSCO Offshore International Company) Exemption Notice 2007.
2 Commencement
This notice comes into force on its notification in the New Zealand Gazette.
3 Expiry
This notice expires on the close of 31 July 2012.
4 Application
An exemption granted by this notice applies to the following accounting periods of the exempt overseas companies:
(a) an accounting period of the exempt overseas companies that commenced before the exemption is granted (including an accounting period that ended before the exemption is granted) if,-
(i) in the case of copies of financial statements or group financial statements for that period that are required to be delivered for registration under section 19 of the Act, the exemption is granted before those documents are required to be delivered for registration under that section; or
(ii) in any other case, the exemption is granted before the financial statements or group financial statements for that period are required to be completed; and
(b) subsequent accounting periods.
5 Interpretation
In this notice, unless the context otherwise requires,-
Act means the Financial Reporting Act 1993
exempt overseas companies means ENSCO Oceanics International Company and ENSCO Offshore International Company
specified financial statements, in relation to the exempt overseas companies, means the group financial statements that are required to be prepared in respect of the exempt overseas companies in accordance with the laws of the Cayman Islands
US GAAP means generally accepted accounting principles in the United States of America.
6 Exemptions for directors of exempt overseas companies
(1) Every director of the exempt overseas companies is exempted from the following provisions in respect of the exempt overseas companies:
(a) section 10(1) and 11 of the Act to the extent that these sections require financial statements to be prepared in relation to the exempt overseas companies; and
(b) section 13 of the Act to the extent that it requires group financial statements prepared in relation to the exempt overseas companies to comply with section 14 of the Act; and
(c) section 19(3) of the Act to the extent that this section requires financial statements of the exempt overseas companies, together with a copy of the auditor's report on those statements, to be delivered to the Registrar for registration.
(2) Subclauses (1)(a) and (c) do not apply in relation to the New Zealand branch accounts that are required to be prepared in relation to the group's New Zealand business in accordance with New Zealand generally accepted accounting practice as if the members of the group were companies formed and registered in
New Zealand.
(3) Subclause (1)(c) does not apply in relation to the group financial statements that are required to be prepared in relation to the exempt overseas companies under section 13 of the Act.
7 Conditions
The exemptions in clause 6 are subject to the conditions that -
(a) the specified financial statements of the exempt overseas companies comply with US GAAP; and
(b) if, in complying with US GAAP, the specified financial statements do not give a true and fair view of the matters to which they relate, the directors of the exempt overseas companies add information and explanations that will give a true and fair view of those matters.
Dated at Wellington this 28th day of November 2007.
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Statement of reasons
This notice, which comes into force on its notification in the New Zealand Gazette and expires on 31 July 2012, exempts the directors of ENSCO Oceanics International Company and ENSCO Offshore International Company, companies that were incorporated in the Cayman Islands, from various provisions of the Financial Reporting Act 1993 (the Act).
The effect of the exemptions is to allow ENSCO Oceanics International Company and ENSCO Offshore International Company to provide the group financial statements that they are required to prepare under financial reporting requirements in the Cayman Islands. The principal differences in financial statements provided by ENSCO Oceanics International Company and ENSCO Offshore International Company relying on the exemptions are-
· the directors of ENSCO Oceanics International Company and ENSCO Offshore International Company will prepare and register financial statements for the
New Zealand business and consolidated financial statements only (not stand-alone parent company financial statements):
· the consolidated financial statements will comply with generally accepted accounting principles in the United States (rather than generally accepted accounting practice in New Zealand).
The Registrar considers that it is appropriate to grant the exemptions because-
· the Registrar has had regard to the financial reporting requirements that must be complied with by ENSCO Oceanics International Company and ENSCO Offshore International Company in their home jurisdiction; and
· ENSCO Oceanics International Company and ENSCO Offshore International Company will still be required to file financial statements for the group's New Zealand business prepared in accordance with New Zealand generally accepted accounting practice as if the members of the group were companies formed and registered in New Zealand; and
· the Registrar is satisfied that the consolidated financial statements required to be prepared under Cayman Islands financial reporting laws provide sufficient information to avoid any detriment to members of the public who have dealings with ENSCO Oceanics International Company and ENSCO Offshore International Company; and
· the exemptions address the particular difficulties experienced by ENSCO Oceanics International Company and ENSCO Offshore International Company carrying on business in New Zealand. The exemptions are not broader than what is reasonably necessary to address these difficulties and still require that group financial statements be filed in New Zealand.
Date of notification in New Zealand Gazette: 30 November 2007.
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This notice is administered by the Registrar of Companies.