New Zealand Legislation: Acts
Acts are laws made by Parliament
Reprint as at 1 October 2011
| Public Act | 1988 No 234 |
| Date of assent | 21 December 1988 |
| Commencement | see section 1 |
Act name: substituted, on 1 December 2002, by section 4(1) of the Securities Markets Amendment Act 2002 (2002 No 44).
Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.
A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.
This Act is administered by the Ministry of Economic Development.
[Repealed]
1 Short Title and commencement
3 What is material information in relation to public issuer
3A What is material information in relation to futures contract
4 What information is generally available to the market
5 Relevant interests in securities (basic rule)
5A Extension of basic rule to powers or controls exercisable through trust, agreement, etc
5B Extension of basic rule to interests held by other persons under control or acting jointly
6 Situations not giving rise to relevant interests
6A Application of Part 1 to Reserve Bank of New Zealand [Repealed]
Subpart 1—Insider conduct and market manipulation prohibitions
7 Liability of insider who deals in securities of a public issuer [Repealed]
8 Prohibition of insider conduct
8B Meaning of inside information
8C Information insider must not trade
8D Information insider must not disclose inside information
8E Information insider must not advise or encourage trading
8F Criminal liability for insider conduct
When prohibition on insider conduct does not apply
9 Exception for trading required by enactment
9A Exception for disclosure required by enactment
9B Exceptions in respect of underwriting agreements
9C Exception in case of knowledge of person's own intentions or activities
9D Exception for agent executing trading instruction only
9F Exception for redemption of units in unit trust
10 Absence of knowledge of trading
10A Inside information obtained by independent research and analysis
11 False or misleading statement or information
11A Criminal liability for false or misleading statement or information
11B False or misleading appearance of trading, etc
11C Presumption as to false or misleading appearance of trading, etc
11D Criminal liability for false or misleading appearance of trading, etc
11E Application of subpart 1 to insider conduct in relation to futures contract
Subpart 2—General dealing misconduct prohibition
General dealing misconduct prohibition
12 Exceptions to section 11 [Repealed]
13 Misleading or deceptive conduct generally (for dealings in listed and non-listed securities)
15 Exception for repurchase of shares by company
16 Exception for offers of securities to public
17 Exception for disclosure by investment advisers or brokers [Repealed]
18 Territorial scope of general dealing misconduct prohibition
18A Commission may exercise public issuer's right of action [Repealed]
18B Requirements for Commission exercising public issuer's right of action [Repealed]
18C Procedural requirements for leave to exercise public issuer's right of action [Repealed]
18D Powers of court for proceedings exercising public issuer's right of action [Repealed]
18E Proceedings must not be settled, compromised, or discontinued without approval [Repealed]
Liability under Fair Trading Act 1986
19 No liability under Fair Trading Act 1986 if not liable under this Part
Subpart 1—Continuous disclosure by public issuers
Continuous disclosure obligation
19B Public issuers must disclose in accordance with listing rules if continuous disclosure listing rules apply
19C Public issuers must disclose in accordance with regulations if continuous disclosure regulations apply
19D What are continuous disclosure provisions
19E What is material information [Repealed]
19F What information is generally available to the market [Repealed]
[Repealed]
19G Commission may make orders requiring disclosure or corrective statements [Repealed]
19H Notice and submissions on Commission's orders [Repealed]
19I Limited notice and submissions for urgent orders [Repealed]
19J Offence for failure to comply with Commission orders [Repealed]
[Repealed]
19K Court may make orders requiring disclosure or corrective statements [Repealed]
19L Court may impose pecuniary penalties [Repealed]
19M Court may make compensatory orders [Repealed]
19N Court may order payment of costs [Repealed]
19O General provisions as to court's orders [Repealed]
19P Persons entitled to appear before court [Repealed]
19PA No contravention of continuous disclosure provisions by person who takes reasonable steps to ensure public issuer complies
Regulations requiring continuous disclosure
[Repealed]
19Q Regulations requiring continuous disclosure [Repealed]
19R Requirements for regulations replacing continuous disclosure listing rules [Repealed]
19S Ongoing requirements for continuous disclosure regulations [Repealed]
Subpart 2—Disclosure of relevant interests by directors and officers of public issuers
Directors' and officers' disclosure obligations
19T Directors and officers of public issuers must disclose relevant interests and dealings in relevant interests
19V Form and method of disclosure
19W Disclosure obligation applies for 6 months after ceasing to hold office
19X Exemptions for directors or officers of co-operative companies
19Y Exemptions granted by FMA or regulations
19Z Public issuer must keep interests register
19ZA Inspection and copying of interests register
[Repealed]
19ZB Commission may make orders requiring disclosure [Repealed]
19ZC Notice, submissions, and opportunity to be heard and represented on Commission's orders [Repealed]
19ZD Offence for failure to comply with directors' and officers' disclosure obligation
19ZE Offence for failure to comply with Commission orders [Repealed]
19ZF Offences relating to interests register
Subpart 3—Disclosure of interests of substantial security holders in public issuers
21 Meaning of substantial security holder, substantial holding, and percentage
22 Persons must disclose if begin to have substantial holding
23 Substantial security holders must disclose if subsequent movement of 1% in holdings
24 Substantial security holders must disclose if subsequent changes in nature of relevant interests
25 Persons must disclose if cease to have substantial holding
27 Form and method of disclosure
28 Public issuer must give acknowledgment of disclosure
29 How to ascertain total voting securities in class of public issuer's voting securities for purposes of disclosure
30 Exemption for persons with interest in other substantial security holders who comply
31 Exemption for trustee corporations and nominee companies
32 Conditions of exemption for trustee corporations and nominee companies
32A Exemption for persons under control or acting jointly with trustee corporations and nominee companies
33 Extended time for disclosure for trustees, executors, and administrators
Required disclosure obligations
34 FMA may require persons to disclose to market relevant interests and powers to get relevant interests
35 Public issuer may require registered holder to disclose relevant interests to it
35A Public issuer may require person who has relevant interest to disclose information to it
35B Form and method of notice requiring disclosure
35BA Offence for failure to comply with substantial holding disclosure obligation
Register and publication of substantial holdings
35C Public issuers must maintain register of disclosures of substantial holdings
35D Inspection and copying of substantial holdings register
35E Offences relating to substantial holdings register
35F Public issuers must publish information on substantial holdings
35G Registered exchange must publish disclosures
35H Offence for failing to publish information on substantial holdings or disclosures
35I No liability for publication of substantial holdings
35J Notice under this subpart not to affect incorporation of public issuer or constitute notice of trust
36 Regulations for purpose of this subpart [Repealed]
Subpart 1—Registration of markets
Restrictions on activities relating to securities exchanges unless registered under this subpart
36A No holding out as securities exchange unless registered under this subpart
36B No operation of securities markets unless registered under this subpart (if restriction applies)
36C Power to apply and remove restriction on operating securities markets
36D Criteria and process for applying restriction on operating securities markets
36E Power to exempt securities markets and futures markets from Part 2 and this Part
How to obtain registration of market
36F Application for market registration
36FA Notification of market registration
Restrictions on registered exchanges
36FB No operation by registered exchange of unregistered market
36FC Purpose and criteria applying under this subpart
36G Registered markets must be operated under market rules that comply with this subpart
36H Required matters for market rules
36I When market rules have effect
Process for approving proposed market rules and changes to market rules
36IA Application of process for approving proposed market rules and changes
36J Registered exchange must provide proposed changes to FMA
36K Approval process for proposed market rules and changes
36L Approval of proposed market rules and changes
Power to request changes to market rules
36M Power for FMA to request changes to market rules on certain matters
Miscellaneous provisions on market rules
36N Market rules must be available for public inspection
36O Application of Acts relating to regulations to contractual market rules
36P Registered exchange must not operate new market if proposed conduct rules or changes not approved [Repealed]
36Q Conduct rules must be available for public inspection
36R Application of Acts relating to regulations to conduct rules [Repealed]
Subpart 1B—Control limits for registered exchanges
36S Power to impose control limits on registered exchanges
36T Control limit not to be exceeded
36U Effect of exceeding control limit
36V Application for approval to exceed control limit
36W Revocation or amendment of approval
[Repealed]
36X Overseas exchanges [Repealed]
Subpart 2—Obligations and oversight in respect of registered markets
General obligations in respect of registered markets
36Y General obligations in respect of registered markets
36YA Registered exchange must give annual report to FMA
36YB FMA may carry out general obligations review
36YC FMA must make written report on general obligations review
36YD FMA may require registered exchange to submit action plan on failure to meet general obligations
36YE Approval, amendment, or rejection of action plan
36YF Minister may give general obligation direction to registered exchange
36Z Offence for breach of terms or conditions of authorisation [Repealed]
Enforcement of prohibition of certain statements relating to exchanges
[Repealed]
36ZA Commission may make orders prohibiting statements relating to exchanges or requiring corrective statements [Repealed]
36ZB Notice, submissions, and opportunity to be heard and represented on Commission's orders [Repealed]
36ZC Offence for contravening prohibition order [Repealed]
Notification of disciplinary actions and suspected contraventions
36ZD Registered exchange must notify FMA of disciplinary actions and suspected contraventions
36ZE When notification required
36ZF Details and method of notification
Real-time surveillance information
36ZFA Registered exchange must ensure FMA has access to real-time trading and other information
Disclosure of material information
36ZG Registered exchange must give FMA material information given to market participants
36ZH When disclosure of material information required
36ZI Form and method of disclosure
Waiver of notification and disclosure obligations
36ZJ Waiver of notification and disclosure obligations
General information and assistance provisions
36ZK Registered exchange must give FMA or Takeovers Panel other information and assistance on request
36ZL Power to disclose further information
Notice and submissions on continuous disclosure determinations
36ZM Registered exchange must give notice and have regard to submissions on continuous disclosure determinations
36ZN Limited notice and submissions for urgent determinations
36ZO FMA may give directions to registered exchanges
36ZP Grounds for continuous disclosure direction
36ZQ Grounds for other directions
36ZR Notice, opportunity for exchange to act, and submissions before FMA gives directions
36ZS Limited notice and submissions for urgent continuous disclosure directions
36ZT Notice and opportunity to be heard and represented after FMA gives direction
36ZU Effect of directions to exchanges
36ZV Provisions as to directions
Contracting out or modification of continuous disclosure process requirements
36ZW Contracting out or modification of continuous disclosure process requirements
36ZYA Revocation or amendment of authorisation
36ZYB Offence for breach of terms or conditions of authorisation
Part 3
Dealing in futures contracts
37 Interpretation of terms used in this Part
37A No holding out as futures exchange unless authorised under this Part
37B No operation of futures markets unless authorised under this Part (if restriction applies)
37C Power to apply and remove restriction on operating futures markets
37D Criteria and process for applying restriction on operating futures markets
37E No operation by authorised futures exchange of unauthorised futures market
38 Dealers in futures contracts to be authorised
39 Contravention of section 38 an offence
40 Effect of certain laws on authorised futures contracts and other contracts
Part 4
Investment advisers and brokers
[Repealed]
41 When investment advice given to public, etc [Repealed]
Disclosure by investment advisers
[Repealed]
41A Investment advisers' disclosure obligation [Repealed]
41B Investment adviser must disclose experience, qualifications, professional standing, etc [Repealed]
41C Investment adviser must disclose certain criminal convictions, etc [Repealed]
41D Investment adviser must disclose fees [Repealed]
41E Investment adviser must disclose other interests and relationships [Repealed]
41F Investment adviser must disclose details of securities about which advice given [Repealed]
Disclosure by investment brokers
[Repealed]
41G Investment brokers' disclosure obligation [Repealed]
41H Investment broker must disclose certain criminal convictions, etc [Repealed]
41I Investment broker must disclose procedures for dealing with investment money or investment property [Repealed]
[Repealed]
41J How disclosure must be made [Repealed]
Other requirements relating to disclosure
[Repealed]
41K Disclosure must not be misleading [Repealed]
41L Disclosure of additional information [Repealed]
41M No compliance with disclosure obligations if disclosure statement out of date [Repealed]
41N Advertisement must refer to disclosure statement [Repealed]
41O Advertisement must not be deceptive, misleading, or confusing [Repealed]
[Repealed]
41P Offence for failure to comply with disclosure obligation [Repealed]
41Q Offence of deceptive, misleading, or confusing disclosure [Repealed]
41R Offence of deceptive, misleading, or confusing advertisement [Repealed]
41S Recommending, or receiving money for, acquisition of securities prohibited if offer for subscription illegal [Repealed]
41T Defence of immateriality [Repealed]
Territorial scope of this Part
[Repealed]
41U Territorial scope [Repealed]
[Repealed]
41V No contracting out [Repealed]
41W No liability under Fair Trading Act 1986 if not liable under this Part [Repealed]
Part 5
Enforcement and remedies
Subpart 1—FMA's enforcement powers
Prohibition and corrective orders
42 When FMA may make prohibition and corrective orders
42A Terms of prohibition and corrective orders
42B When FMA may make disclosure orders
42C Terms of disclosure orders
Temporary investment adviser and broker banning orders
42D When FMA may make temporary banning orders for investment adviser or broker activities [Repealed]
42E Terms of temporary banning order for investment adviser and broker activities [Repealed]
42EA When FMA may make unsolicited offer orders
42EB Terms of unsolicited offer orders
42F FMA must follow steps before making orders
42G FMA may shorten steps for specified orders
42H FMA must give notice after making orders
42I General provisions on FMA's orders
42J Offence of failing to comply with FMA's orders
Subpart 2—Court's enforcement powers
42L When court may grant injunctions and interim injunctions
42M Undertaking as to damages not required by FMA
42N When court may grant corrective orders
42O Terms of corrective orders
42P When court may make disclosure orders
42Q Terms of disclosure orders
42R Overview of civil remedies
42S What are civil remedy provisions
Pecuniary penalty orders and declarations of contravention
42T When court may make pecuniary penalty orders and declarations of contravention
42U Purpose and effect of declarations of contravention
42V What declarations of contravention must state
42W Maximum amount of pecuniary penalty
42X Guidance for court on how to determine gains made or losses avoided for purposes of maximum amount
42Y Considerations for court in determining pecuniary penalty
42Z Court must order that recovery from pecuniary penalty be applied to FMA's actual costs
42ZA When court may make compensatory orders
42ZB Terms of compensatory orders
Civil remedy order for investment advisers' or brokers' disclosure obligations
42ZC When court may make civil remedy order for investment advisers' or brokers' disclosure obligations [Repealed]
42ZD Terms of civil remedy order for investment advisers' or brokers' disclosure obligations [Repealed]
42ZE When court may make other civil remedy orders
42ZF Terms of other civil remedy orders
Interrelationship of civil remedies
42ZG More than 1 civil remedy order may be made for same conduct
42ZH Only 1 pecuniary penalty order may be made for same conduct
42ZI Standard of proof for civil remedies
42ZJ Time limit for applying for civil remedies
Subpart 4—Criminal offences and penalties
43 Penalties for failing to comply with Part 1
43A Penalties for failing to comply with Part 2
43B Penalties for failing to comply with Part 2B
43C Penalties for failing to comply with Part 3
43D Penalties for failing to comply with Part 4 [Repealed]
43E Penalties for failing to comply with this Part
43F When court may make management banning orders
43G Terms of management banning orders
43H Offence of contravening management banning order
43I Persons automatically banned from management
43J Only 1 management ban may be made for same conduct
Investment adviser or broker bans
43K When court may make banning orders for investment adviser or broker activities [Repealed]
43L Terms of investment adviser or broker banning orders [Repealed]
43M Offence of contravening investment adviser or broker banning order [Repealed]
43N Persons automatically banned from investment adviser or broker activities [Repealed]
43O General provisions for bans and banning orders
Orders to preserve assets to satisfy claims
43P When court may prohibit payment or transfer of money, securities, or other property
43S Relationship with other law
43U Time for laying information for summary offences
43V Evidence not otherwise admissible
43W Court may order payment of FMA's costs
43X Orders to secure compliance
43Y Giving notice of applications for court orders
43Z General provisions as to court's orders
43ZA Persons entitled to appear before court
43ZB Knowledge of matters presumed if employee or agent knows matters
43ZC No pecuniary penalty and fine for same conduct
44 Commission may exercise powers under Securities Act 1978 [Repealed]
45 Actions of other persons on behalf of registered exchanges
46 Protection for acting on FMA directions
47 Protection from liability for registered exchanges and others
47AA Protection from liability in connection with unsolicited offer obligations
47A Appeals against decisions of FMA on questions of law only
Exemptions granted and removed by FMA
48A Status and publication of exemptions
48B Variation or revocation of exemptions
48C FMA may designate persons as not exempt from disclosure obligations
48D Requirements for FMA for designations of persons as not exempt
48DA Definitions relating to unsolicited offer regulations and related provisions
48DB Regulations concerning unsolicited offer regulations
48DC Specific provisions for regulations concerning unsolicited offers
48E Regulations requiring continuous disclosure by public issuers
48F Requirements for regulations replacing continuous disclosure listing rules
48G Ongoing requirements for continuous disclosure regulations
49 Regulations concerning directors' and officers' disclosure obligations
49A Regulations concerning substantial holding disclosure
49B Regulations concerning dealing in futures contracts
49C Regulations concerning investment advisers and brokers [Repealed]
49E Breach of exemption conditions
49F Regulations or exemptions in respect of specified overseas jurisdictions
50 Disclosure of information relating to inspection [Repealed]
51 Regulations and Orders in Council [Repealed]
52 Fees and charges [Repealed]
Securities Markets Amendment Act 2006
[Repealed]
Title
Title: repealed, on 1 December 2002, by section 3 of the Securities Markets Amendment Act 2002 (2002 No 44).
