Reprint as at 1 May 2011

Securities Markets Amendment Act 2002

Public Act	2002 No 44
Date of assent	26 November 2002

Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this eprint.

A general outline of these changes is set out in the notes at the end of this eprint, together with other explanatory material about this eprint.

This Act is administered in the Ministry of Commerce.

1 Title

2 Commencement

3 Title repealed

4 Name of principal Act changed

5 Interpretation

6 Meaning of relevant interest

7 Relevant interests to be disregarded in certain cases

8 New section 6B inserted

6B Act binds the Crown

9 Exceptions to section 7

10 Exceptions to section 9

11 Shareholders may require public issuer to obtain legal advice

12 Proceedings by shareholders

13 New sections 18A to 18E inserted

18A Commission may exercise public issuer's right of action

18B Requirements for Commission exercising public issuer's right of action

18C Procedural requirements for leave to exercise public issuer's right of action

18D Powers of Court for proceedings exercising public issuer's right of action

18E Proceedings must not be settled, compromised, or discontinued without approval

14 Distribution of amount recovered by public issuer from insider

15 New Part 2 heading substituted

Part 2
Disclosure.

16 New subparts 1 and 2 inserted

Subpart 1---Continuous disclosure by public issuers—

Purpose of this subpart

19A Purpose of this subpart

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

19F What information is generally available to the market

Enforcement by Commission

19G Commission may make orders requiring disclosure or corrective statements

19H Notice and submissions on Commission's orders

19I Limited notice and submissions for urgent orders

19J Offence for failure to comply with Commission orders

Enforcement---Civil remedies

19K Court may make orders requiring disclosure or corrective statements

19L Court may impose pecuniary penalties

19M Court may make compensatory orders

19N Court may order payment of costs

19O General provisions as to Court's orders

19P Persons entitled to appear before Court

Regulations requiring continuous disclosure

19Q Regulations requiring continuous disclosure

19R Requirements for regulations replacing continuous disclosure listing rules

19S Ongoing requirements for continuous disclosure regulations

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

19U What disclosure required

19V Form and method of disclosure

19W Disclosure obligation applies for 6 months after ceasing to hold office

Exemptions

19X Exemptions for directors or officers of co-operative companies

19Y Exemptions granted by Commission or regulations

Interests register

19Z Public issuer must keep interests register

19ZA Inspection and copying of interests register

Enforcement---Civil remedies

19ZB Commission may make orders requiring disclosure

19ZC Notice, submissions, and opportunity to be heard and represented on Commission's orders

Enforcement---Offences

19ZD Offence for failure to comply with directors' and officers' disclosure obligation

19ZE Offence for failure to comply with Commission orders

19ZF Offence relating to interest register

17 New subpart 3 heading inserted

Subpart 3—Disclosure of interests of substantial security holders in public issuers—

18 Section 35A repealed

19 Regulations for purpose of this Part of this Act

20 New Part 2B inserted

Part 2B
Securities exchanges

Subpart 1---Registration, conduct, and control of exchanges—

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 from this Part

Registration of exchanges

36F Registration of exchanges

Conduct rules of registered exchanges

36G Registered exchange must operate securities markets with conduct rules that include required matters and have effect

36H Required matters for conduct rules

36I When conduct rules have no effect

36J Registered exchange must provide proposed new conduct rules and changes to Minister

36K Disallowance process applies unless approval process applied

36L Disallowance process for proposed conduct rules and changes

36M Effect of disallowance

36N Determination on whether or not to apply approval process to proposed conduct rules and changes

36O Approval process for proposed conduct rules and changes

36P Registered exchange must not operate new securities market if proposed conduct rules or changes not approved

36Q Conduct rules must be available for public inspection

36R Application of Acts relating to regulations to conduct rules

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

Overseas exchanges

36X Overseas exchanges

36Y Revocation or amendment of authorisation

36Z Offence for breach of terms or conditions of authorisation

Enforcement of prohibition of certain statements relating to exchanges

36ZA Commission may make orders prohibiting statements relating to exchanges or requiring corrective statements

36ZB Notice, submissions, and opportunity to be heard and represented on Commission's orders

36ZC Offence for contravening prohibition order

Subpart 2---Monitoring of securities markets—

Notification of disciplinary actions and suspected contraventions

36ZD Registered exchange must notify Commission of disciplinary actions and suspected contraventions

36ZE When notification required

36ZF Details and method of notification

Disclosure of material information

36ZG Registered exchange must give Commission 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 Commission 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

Directions to exchanges

36ZO Commission 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 Commission gives directions

36ZS Limited notice and submissions for urgent continuous disclosure directions

36ZT Notice and opportunity to be heard and represented after Commission 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

Offence

36ZX Offence

21 Interpretation of terms used in this Part

22 New sections 37A to 37D inserted

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

23 Regulations for purposes of this Part

24 New Part 4 inserted

Part 4
Miscellaneous

42 Jurisdiction of Courts in New Zealand

43 Evidence not otherwise admissible

44 Commission may exercise powers under Securities Act 1978

45 Actions of other persons on behalf of registered exchanges

46 Protection for acting on Commission directions

47 Protection from liability for registered exchanges and others

48 Exemptions granted by Commission

49 Regulations

25 Part 4 repealed

26 Repeals of registration and rule requirements for stock exchanges under Sharebrokers Act 1908

27 Amendments to conduct rule requirements under New Zealand Stock Exchange Restructuring Act 2002

28 Amendments to control limit requirements under New Zealand Stock Exchange Restructuring Act 2002

29 Amendment to registration requirement under New Zealand Stock Exchange Restructuring Act 2002

16 Registered exchange

30 Other consequential amendments

31 Transitional provision relating to change of title of principal Act

32 Transitional provision relating to securities exchange provisions

33 Additional transitional provisions relating to New Zealand Stock Exchange

Schedule
Consequential amendments to Securities Markets Act 1988 and other enactments

Reprint notes

The Parliament of New Zealand enacts as follows:

New Zealand Legislation: Acts

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Securities Markets Amendment Act 2002 No 44 (as at 01 May 2011), Public Act

Securities Markets Amendment Act 2002

Note

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