Explanatory Notes 1 New Zealand enterprise A New Zealand enterprise is a company, branch, partnership or any other organisation which is located in New Zealand. 2 New Zealand group A New Zealand group is made up of the New Zealand parent company and all its New Zealand located subsidiaries and branches. 3 Residents and non-residents A resident is any individual or enterprise ordinarily domiciled in New Zealand. New Zealand registered branches and subsidiaries of foreign enterprises located in New Zealand are regarded as New Zealand residents. 4 A non-resident is any individual or enterprise ordinarily domiciled in a country other than New Zealand. Foreign branches and foreign subsidiaries of New Zealand enterprises are regarded as non-residents. Consolidated market value of New Zealand enterprise/branch For unlisted enterprises if a market value is not available, please estimate the market value of your shares by using one of the following methods, which are listed in order of preference: A recent transaction price Directors valuation Net asset value Net asset value is equal to total assets, including intangibles, less non-equity liabilities and less the paid up value of non-voting shares. Assets and liabilities should be recorded at estimated market value, rather than historical values. For equity held in a branch, joint venture, partnership or trust, report the total assets valued at current cost, less liabilities. For listed enterprises the market value of equity should be reported using the midpoint of the quoted buy and sell prices on the main stock exchange at the close of business at the reporting dates specified. 5 Ordinary shares/voting stock Ordinary shares/voting stock is the most common class of share. They generally carry a full right to: vote on resolutions affecting the company; an equal share of ordinary dividends declared; and surplus assets on liquidation once debt holders and preferred shareholders have received their entitlements. In questions 2.4 and 3.2, if you do not know the exact percentage of shares held in the overseas enterprise(s) then please make an estimate. 6 Country of non-resident Country of non-resident refers to the country in which the immediate non-resident counter-party resides. 7 Consolidated market value of overseas enterprise/branch For unlisted enterprises if a market value is not available, please estimate the market value of your shares by using one of the following methods, which are listed in order of preference: A recent transaction price Directors valuation Net asset value Net asset value is equal to total assets, including intangibles, less non-equity liabilities and less the paid up value of non-voting shares. Assets and liabilities should be recorded at estimated market value, rather than historical values. For equity held in a branch, joint venture, partnership or trust, report the total assets valued at current cost, less liabilities. For listed enterprises the market value of equity should be reported using the midpoint of the quoted buy and sell prices on the main stock exchange at the close business at the reporting dates specified. 8 Direct investors Non-resident direct investors include: non-residents (individuals, companies, branches, joint-ventures, partnerships, trusts) that hold 10% or more of the ordinary shares or voting stock of any enterprise in your New Zealand group; an overseas group of related enterprises that, when combined, hold 10% or more of the ordinary shares or voting stock of any enterprise in your New Zealand group. For New Zealand branches of non-resident enterprises, the non-resident direct investor is the head office of the branch. 9 Examples of non-resident direct investors include: - your parent company in Australia that owns 50% of your enterprise - a company in USA that owns 12% of your company - two related companies (by equity ownership) in UK each owning 19% of your company. In question 2.4 under the non-resident direct investor category, report for all the above investors individually by their country of residence. Portfolio investors Portfolio investors are non-resident shareholders that on an individual basis own less than 10 percent of the voting/ordinary shares of your New Zealand enterprise. Examples of non-resident portfolio investors include: - an Australian resident who owns 8% of shares in your enterprise; - a United States pension fund that owns 5% of shares in your enterprise In question 2.4, you are asked to report the total shares held by all non-resident portfolio investors in your enterprise and allocate the shareholdings to the country of residence of the largest shareholder. In the example above the total shares held by non-resident portfolio investors (ie 13%) would be allocated to Australia. 10 International financial liabilities International financial liabilities include all legal claims on your enterprise/New Zealand group by non-residents. For examples of financial liabilities refer to Notes 14 and Notes 16-20. 11 Value of liability Value of liability refers to the market value of your enterprise's/New Zealand group's financial liabilities to non-residents at the beginning and end of the year respectively. To value securities in question 4.3, use the traded price at the dates specified or if not available, then make an estimate of market value using one of the following methods: the net present value of the expected stream of future payments associated with the securities; for unlisted securities, the price used to value securities for accounting or regulatory purposes, etc; or for deep discount or zero coupon securities, the issue price plus amortisation of the discount. 12 International financial assets International financial assets include all legal claims by your enterprise/New Zealand group to non-residents. For examples of financial assets refer to Notes 1520. 13 Value of asset Value of asset refers to the market value of your enterprise's/New Zealand group's financial assets held with non-residents at the beginning and end of the year respectively. To value securities in question 5.3 use the traded price at the dates specified or if not available, then make an estimate of market value using one of the following methods: the net present value of the expected stream of future receipts associated with the securities; for unlisted securities, the price used to value securities for accounting or regulatory purposes, etc; or for deep discount or zero coupon securities, the issue price plus amortisation of the discount. 14 Accounts payable Accounts payable include all amounts owing by your enterprise/New Zealand group to non-residents for imports of goods, services and royalties. Include any inter-company balances owed by your enterprise to your parent company/branch overseas. 15 Accounts receivable Accounts receivable include all amounts owing to your enterprise/New Zealand group by non-residents for exports of goods, services and royalties. Include any inter-company balances owing to your enterprise from your parent company/branch overseas. 16 Bonds and notes Bonds and notes are financial instruments that give the holder the unconditional right to a fixed money income or a contractually determined variable money income (payment of interest is not dependent upon the earnings of the debtor). With the exception of perpetual bonds, bonds and notes also provide the holder with the unconditional right to a fixed sum as a repayment of the principle on a specified date or dates. 17 Deposits Deposits include at-call deposits, transferable deposits (those that are exchangeable on demand and transferable by cheque) and other deposits such as non-transferable savings deposits, time/term deposits etc. 18 Loans Loans are direct agreements between lenders and borrowers. They involve the transfer of money to the borrower and the repayment to the lender over time. Include repurchase agreements (repos) where the ownership of the security does not change from the seller to the buyer (ie repo is treated as a collateralised loan). 19 Money market instruments Money market instruments are securities generally giving the holder the unconditional right to receive a stated, fixed sum of money on a specified date. These instruments are usually traded at a discount in organised markets. Examples include: bills of exchange (commercial and bank bills), certificates of deposit (registered and bearer) etc. 20 Other financial assets/liabilities Other financial assets/liabilities are those items not classified as bonds, notes, money market instruments, accounts payable/receivable, loans and deposits. Examples of other financial assets/liabilities include: overdue (i.e. past the contractual payment date) interest payments/receipts, overdue dividend payments/receipts etc.