Interpretation

6 Interpretation

(1)

In this Act, unless the context otherwise requires,—

accounting period has the same meaning as in section 5(1) of the Financial Reporting Act 2013

acquire

(a)

includes obtain by buying, subscribing, or taking an assignment or transfer of; and

(b)

includes, in Part 5, agreeing to acquire; and

(c)

in relation to a derivative, includes entering into the legal relationship that constitutes the derivative

administration manager, in relation to a managed investment scheme, means a person to whom a manager of the scheme has contracted some or all of the administration of the scheme

advertisement,—

(a)

in relation to an offer, or intended offer, of financial products, means any form of communication made to the public or a section of the public for the purpose of promoting the offer or intended offer:

(b)

in relation to the supply of financial services, means any form of communication made to the public or a section of the public for the purpose of promoting the supply of the services

agreement includes any contract, arrangement, or understanding

alternative disclosure obligation means any provision of regulations made under section 351 that is stated by those regulations to be an alternative disclosure obligation

applicable auditing and assurance standard has the same meaning as in section 5(1) of the Financial Reporting Act 2013

applicable financial reporting standard has the same meaning as in section 5(1) of the Financial Reporting Act 2013

application, in relation to financial products, includes an offer to acquire the financial products whether in writing or otherwise

associated person or associated has the meaning set out in section 12(1)

audio or visual service means an audio or visual service provided to users of the service by means of telecommunications

authorised body, in relation to a market services licence, means a related body corporate of a licensee that is authorised under section 400 to provide a market service under the licence

authorised financial adviser has the same meaning as in section 5 of the Financial Advisers Act 2008

balance date has the same meaning as in section 41 of the Financial Reporting Act 2013

broadcaster has the same meaning as in section 2(1) of the Broadcasting Act 1989

broadcasting has the same meaning as in section 2(1) of the Broadcasting Act 1989

building society has the same meaning as in section 2(1) of the Building Societies Act 1965

business includes any profession, trade, or undertaking, whether or not carried on with the intention of making a pecuniary profit

business rules means the rules for a financial product market that deal with the matters set out in section 328(4)(a) to (d)

category 2 product has the same meaning as in section 5 of the Financial Advisers Act 2008

civil liability order has the meaning set out in section 484

civil liability provision has the meaning set out in section 485

class, in relation to financial products, has the meaning set out in subsection (3)

company

(a)

means a company, or an overseas company, within the meaning of section 2(1) of the Companies Act 1993; but

(b)

does not include an overseas limited partnership (within the meaning of section 4 of the Limited Partnerships Act 2008)

complying superannuation fund means a superannuation scheme or workplace savings scheme that is identified as a complying superannuation fund on the register of managed investment schemes (or, if the scheme is identified as a complying superannuation fund in respect of only a section of the scheme, means the scheme in respect of that section)

conduct in relation to a takeover offer

(a)

means conduct following the public announcement by a person of an intention to make an offer (being an offer that is regulated by the Takeovers Code), whether or not the offer has already begun and whether or not the offer proceeds; and

(b)

includes conduct incidental or preliminary to a takeover that is regulated by the Takeovers Code

constitution means,—

(a)

in the case of a company within the meaning of section 2(1) of the Companies Act 1993, the constitution of the company; and

(b)

in the case of any other entity, the documents or instruments constituting or defining the constitution of the entity

continuous disclosure exemption means an exemption or a waiver of a continuous disclosure provision or provisions of the listing rules of the licensed market

continuous disclosure obligation means an obligation under section 270 and any listing rules with which that section requires compliance

continuous disclosure provisions has the meaning set out in section 271

continuous issue PDS means a PDS that—

(a)

relates to financial products that the issuer, in the ordinary course of its business, continuously offers; and

(b)

is not the first PDS to be lodged with the Registrar in respect of that class of financial products

continuous issuer means an issuer that in the ordinary course of its business continuously offers financial products

contributor means a person who makes a contribution to, or investment in, a KiwiSaver scheme, superannuation scheme, or any other scheme referred to in section 11(2)(a) (whether or not that person is a scheme participant)

controlling owner, in relation to any person, has the meaning set out in section 4 of the Financial Service Providers (Registration and Dispute Resolution) Act 2008 (applied to that person as if it were a financial service provider even if it is not)

convertible note has the same meaning as in section YA 1 of the Income Tax Act 2007

co-operative company means a company registered as a co-operative company under the Co-operative Companies Act 1996

court means, in relation to any matter, the court before which the matter is to be determined (see section 538, which confers exclusive jurisdiction on the High Court in proceedings other than proceedings for offences)

credit union has the same meaning as in section 2 of the Friendly Societies and Credit Unions Act 1982

custodian means,—

(a)

in relation to a managed investment scheme, each person who is designated or appointed to perform, or to whom is contracted, the function of holding some or all of the scheme property under the scheme:

(b)

in relation to a discretionary investment management service, each person holding investor money or investor property under that service (whether or not appointed by that investor)

dealing, in relation to financial products,—

(a)

means any of the following:

(i)

acquiring or disposing of financial products; or

(ii)

offering financial products for issue or sale and issuing and transferring financial products; or

(iii)

underwriting financial products; or

(iv)

promoting by any means the acquisition or disposal of financial products; or

(v)

in relation to a derivative, discharging obligations under the derivative; or

(vi)

anything that is preparatory to, or related to, any dealing in financial products (for example, giving financial advice), unless an exception applies to the dealing under this Act; but

(b)

does not include a dealing excluded by the regulations

debt security has the meaning set out in section 8(1)

defined benefit scheme means a scheme that operates on the principle of unallocated funding, and includes a scheme under which contributions are not allocated on a defined basis to individual members

derivative has the meaning set out in section 8(4)

derivatives issuer means a person that is in the business of entering into derivatives

DIMS licensee has the meaning set out in section 392

direction order means an order under section 468

director means,—

(a)

in relation to a company, any person occupying the position of a director of the company by whatever name called:

(b)

in relation to a partnership (other than a limited partnership), any partner:

(c)

in relation to a limited partnership, any general partner:

(d)

in relation to a body corporate or unincorporate, other than a company, partnership, or limited partnership, any person occupying a position in the body that is comparable with that of a director of a company:

(e)

in relation to any other person, that person

disclosure document means any of the following:

(a)

a PDS:

(b)

a limited disclosure document under clause 26 of Schedule 1:

(c)

information made available under subpart 4 of Part 3:

(d)

a disclosure statement or other information made available under subpart 4 of Part 6

discretionary investment management service has the meaning set out in section 392

dispose of

(a)

includes dispose of by issuing, selling, assigning, or transferring; and

(b)

includes withdrawing from, terminating, or closing out the legal relationship that constitutes the financial product; and

(c)

includes agreeing to dispose of

distribute includes—

(a)

make available, publish, and circulate; and

(b)

communicate by letter, newspaper, an Internet site, broadcasting, an audio or visual service, sound recording, television, film, video, or any form of electronic or other means of communication

document has the same meaning as in section 4(1) of the Evidence Act 2006

employee share purchase scheme means a scheme established by an entity under which employees or directors of the entity or of any of its subsidiaries (or other eligible persons referred to in clause 8 of Schedule 1) may acquire specified financial products (as defined in that clause) that are issued by the entity

encourage, in subpart 2 of Part 5, includes incite, counsel, or procure

engaging in conduct means doing or refusing to do an act, and includes—

(a)

omitting to do an act; or

(b)

making it known that an act will or will not be done

entity means any of the following:

(a)

a company or other body corporate:

(b)

a corporation sole:

(c)

in the case of a trust that has—

(i)

only 1 trustee, the trustee acting in his, her, or its capacity as trustee:

(ii)

more than 1 trustee, the trustees acting jointly in their capacity as trustees:

(d)

an unincorporated body (including a partnership)

equity security has the meaning set out in section 8(2)

exhibiting films to the public means to exhibit to the public films within the meaning of section 2 of the Films, Videos, and Publications Classification Act 1993

financial markets

(a)

means the financial markets in New Zealand; and

(b)

includes—

(i)

markets in New Zealand for the provision of financial services; and

(ii)

the capital markets in New Zealand

financial markets legislation means the Acts listed in Schedule 1 of the Financial Markets Authority Act 2011 and the enactments made under those Acts

financial markets participant has the same meaning as in section 4 of the Financial Markets Authority Act 2011

financial product has the meaning set out in section 7 (but in Part 2 has the meaning set out in section 18)

financial product market has the meaning set out in section 309

financial product market licence means a licence issued under subpart 7 of Part 5

financial service

(a)

has the same meaning as in section 5 of the Financial Service Providers (Registration and Dispute Resolution) Act 2008; and

(b)

includes a market service; but

(c)

does not include, for the purposes of any provision of this Act, any class or classes of services declared by the regulations not to be financial services for the purposes of that provision

financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013

FMA means the Financial Markets Authority established by Part 2 of the Financial Markets Authority Act 2011

FMC reporting entity has the meaning set out in section 451

generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013

generally available to the market has the meaning set out in section 232

give, in relation to information or any other matter, includes give by electronic or other means that enable the recipient to readily store the matter in a permanent and legible form

governing document

(a)

means (in the case of a debt security) a trust deed:

(b)

means (in the case of a managed investment scheme constituted as a trust) the 1 or more trust deeds that constitutes the scheme or (in the case of any other managed investment scheme) the 1 or more deeds, agreements, or instruments that constitute or govern the scheme (for example, a partnership agreement):

(c)

includes (in each case) any amendments to a document referred to in paragraph (a) or (b)

group, in Part 7, means a group comprising an FMC reporting entity and its subsidiaries

group financial statements has the same meaning as in section 7 of the Financial Reporting Act 2013

in the business of, in relation to any service or other activity, means carrying on a business of that type (whether or not the business is the person’s only business or the person’s principal business)

indemnify includes relieve, exempt, or excuse from liability, whether before or after the liability arises

independent trustee, in relation to a restricted scheme, means the trustee, or director of a sole corporate trustee, who is the licensed independent trustee for the purposes of the restricted scheme

industrial and provident society means a society registered under the Industrial and Provident Societies Act 1908

information includes documents

information insider has the meaning set out in section 234

infringement fee, in relation to an infringement offence, means the amount prescribed by the regulations as the infringement fee for the offence

infringement notice means a notice issued under section 514

infringement offence means an offence identified in this Act as being an infringement offence

Inland Revenue Acts means the Acts listed in the Schedule of the Tax Administration Act 1994

inside information has the meaning set out in section 234

insolvency event has the meaning set out in subsection (4)

insolvent means that,—

(a)

in relation to an issuer of a debt security or a managed investment product,—

(i)

the issuer is unable to pay the issuer’s debts as they become due in the normal course of business; or

(ii)

the value of the issuer’s assets is less than the value of the issuer’s liabilities, including contingent liabilities (and for this purpose section 4(4) of the Companies Act 1993 applies in respect of the issuer as if it were a company even if it is not):

(b)

in relation to a registered scheme that is a defined benefit scheme, the value of the assets in the scheme is less than the value of the vested benefits that may in due course flow from, or are attributable to, membership of the scheme:

(c)

in relation to any other registered scheme,—

(i)

the funds in the scheme are not sufficient to enable debts in respect of the scheme to be paid as they become due in the normal course of business; or

(ii)

the value of the assets in the scheme is less than the value of the liabilities in respect of the scheme, including contingent liabilities (and for this purpose section 4(4) of the Companies Act 1993 applies in respect of the scheme as if it were a company)

inspection period means the period commencing on the third working day after the day on which notice of intention to inspect is served on the issuer by the person concerned and ending with the eighth working day after the day of service

interim stop order has the meaning set out in section 465

investment authority has the meaning set out in section 392

investment manager means, in relation to a managed investment scheme, a person to whom a manager of the scheme has contracted the investment of some or all of the scheme property

investor includes—

(a)

a person to whom an offer of financial products is made; and

(b)

a person who acquires, or may acquire, a financial product; and

(c)

a person who receives, or may receive, a financial service

investor money has the meaning set out in section 444

investor property has the meaning set out in section 444

involved in a contravention has the meaning set out in section 533

issued and issuer have the meanings set out in section 11

issuer obligation means an obligation imposed on the issuer of a financial product by or under any of the following:

(a)

a governing document that relates to the financial product:

(b)

the terms of any regulated offer of the financial product:

(c)

a court order relating to the financial product:

(d)

this Act (including, in relation to a managed investment product, all obligations as manager):

KiwiSaver scheme means a scheme that is registered on the register of managed investment schemes as a KiwiSaver scheme

lawyer has the same meaning as in section 6 of the Lawyers and Conveyancers Act 2006

licence means a licence under this Act or, in relation to a supervisor, the Financial Markets Supervisors Act 2011, and licensed means having a licence, or being authorised under a licence, under this Act or, in relation to a supervisor, having a licence under the Financial Markets Supervisors Act 2011

licensed insurer

(a)

has the same meaning as in section 6 of the Insurance (Prudential Supervision) Act 2010; but

(b)

in Part 7, does not include a Lloyd’s underwriter (within the meaning of that Act) or an insurer that is included in a class of insurers that is the subject of an exemption under section 238(1)(b) of that Act

licensed market means a financial product market that is licensed under Part 5 (subject to any regulations made under section 351(1)(d))

licensed market operator means a person that is authorised to operate a licensed market under a financial product market licence

licensed market services means those market services—

(a)

that are required to be licensed under Part 6; or

(b)

for which a person holds a licence under Part 6 (whether or not required to do so)

limited disclosure document or LDD, in relation to an offer referred to in clause 26(1) of Schedule 1, means a limited disclosure document for the offer required by regulations made for the purposes of that clause

listed issuer means—

(a)

a person that is a party to a listing agreement with a licensed market operator in relation to a licensed market (and includes a licensed market operator that has financial products quoted on its own licensed market):

(b)

a person to which paragraph (a) previously applied, in respect of any action or event or circumstance to which this Act applied at that time

listing rules means the rules for a financial product market that deal with the matters set out in section 328(3)(a) to (e)

local authority has the meaning set out in section 5(1) of the Local Government Act 2002 (and see also section 8 of the Local Government Borrowing Act 2011)

managed investment product has the meaning set out in section 8(3)

managed investment scheme has the meaning set out in section 9

manager means,—

(a)

in relation to a registered scheme (other than a restricted scheme), the person designated or appointed as the manager of the scheme:

(b)

in relation to a restricted scheme, the persons designated or appointed as trustees of the scheme or, if only 1 person is designated or appointed as a trustee of the scheme, that person:

(c)

in relation to a managed investment scheme if there is no person to whom paragraph (a) or (b) applies or if it is not a registered scheme, a person occupying the position of, and carrying out any of the functions of, the manager set out in section 142

market operator obligation means an obligation imposed on a licensed market operator in respect of a licensed market by or under any of the following:

(a)

a condition of the licence:

(b)

section 314 (general obligations in respect of licensed markets):

(c)

section 333 (power to request changes to market rules):

(d)

sections 337, 340, 341, and 342 (monitoring obligations)

market rules means—

(a)

the rules for a financial product market that deal with the matters required for that market by section 328; or

(b)

in the case of a financial product market licensed, or applying to be licensed, under section 317, the rules for the market specified by the FMA under section 334

market service means any of the following:

(a)

acting as a manager of a registered scheme:

(b)

acting as an independent trustee of a restricted scheme:

(c)

acting as a provider of a discretionary investment management service:

(d)

acting as a derivatives issuer:

(e)

acting as a custodian in respect of a registered scheme or a discretionary investment management service:

(f)

acting as a provider of prescribed intermediary services

market services licence means a licence issued under Part 6

market services licensee obligation means an obligation imposed on a licensee or an authorised body by or under any of the following:

(a)

a condition of the licence:

(b)

this Act:

(c)

the terms of the offer of a financial product or the provision of a market service:

(d)

a court order made in connection with the offer of a financial product or the provision of a market service:

(e)

in the case of a manager or an independent trustee of a registered scheme,—

(i)

a governing document:

material information,—

(a)

in Part 3, has the meaning set out in section 59:

(b)

in Part 5, has the meaning set out in section 231

Minister means the Minister of the Crown who, under the authority of any warrant or with the authority of the Prime Minister, is for the time being responsible for the administration of this Act

money includes money’s worth (except in the definitions of debt security, investor money, and investor property)

NBDT has the same meaning as in section 5 of the Non-bank Deposit Takers Act 2013

New Zealand resident for tax purposes means a person that is a New Zealand resident, as determined under sections YD 1 and YD 2 of the Income Tax Act 2007

non-quoted financial products means financial products that are not quoted

offer includes—

(a)

inviting applications for the issue of financial products:

(b)

inviting applications to purchase financial products

offeror means,—

(a)

in relation to an offer of financial products for issue, the issuer; or

(b)

in any other case of an offer of financial products, the person who has the capacity, or who agrees, to transfer the financial products if the offer is accepted

Part 2 fair dealing provision means any of the provisions specified in section 38(1)

Part 3 offer provision means any of the provisions specified in section 101(3) or (4)

Part 4 governance provision means any of the provisions specified in section 228(3) or (4)

Part 5 market provision means any of the provisions specified in section 385(3) or (4)

Part 6 services provision means any of the provisions specified in section 449(3) or (4)

Part 7 financial reporting provision means any of the provisions specified in section 461M(3) or (4)

participant means, in relation to a licensed market, a person authorised by the licensed market operator to participate in that market

person includes any entity

prescribed intermediary services means services of a kind that are prescribed for the purposes of this definition and involve a person acting as an intermediary in relation to a financial product or financial service

product disclosure statement or PDS, in relation to a regulated offer, means a product disclosure statement for the offer

product holder, in relation to a financial product, means,—

(a)

in the case of a financial product to which section 215(1) does not apply, the holder of the financial product (subject to paragraph (c)); or

(b)

in the case of any other financial product, the person who is registered as the holder of the product in a register kept under subpart 4 of Part 4 (subject to paragraph (c)); or

(c)

in the case of a derivative, any party to the derivative that did not make a regulated offer of the derivative

protected disclosure has the meaning set out in section 214(4)

provider of a discretionary investment management service has the meaning set out in section 392

QFE or qualifying financial entity has the same meaning as in section 5 of the Financial Advisers Act 2008

QFE adviser has the same meaning as in section 5 of the Financial Advisers Act 2008

qualified auditor has the meaning set out in section 461E

qualified statutory accountant has the same meaning as in section 5(1) of the Financial Reporting Act 2013

quoted, in relation to—

(a)

financial products of a listed issuer, means financial products of the issuer that are approved for trading on a licensed market (and, to avoid doubt, financial products do not cease to be quoted merely because trading in those products is suspended):

(b)

derivatives, means derivatives that are approved for trading on a licensed market (and, to avoid doubt, derivatives do not cease to be quoted merely because trading in those products is suspended)

redeemable has the meaning set out in subsection (5)

register entry,—

(a)

in relation to a regulated offer, means the entry for the offer in the register of offers of financial products:

(b)

in relation to an offer referred to in clause 26(1) of Schedule 1, means the entry for the offer in the register of offers of financial products that is required by regulations made for the purposes of that clause

register of managed investment schemes means the register of managed investment schemes kept under Schedule 2

register of offers of financial products means the register of offers of financial products kept under Schedule 2

registered bank has the same meaning as in section 2(1) of the Reserve Bank of New Zealand Act 1989

registered scheme means a managed investment scheme that is registered on the register of managed investment schemes

Registrar means the Registrar of Financial Service Providers appointed under section 35 of the Financial Service Providers (Registration and Dispute Resolution) Act 2008

regulated offer has the meaning set out in section 41

regulated product has the meaning set out in section 41

regulations means regulations made under this Act

related, in relation to a body corporate, has the meaning set out in section 12(2)

related party,—

(a)

in relation to a registered scheme, has the meaning set out in section 172:

(b)

in relation to a DIMS licensee, has the meaning set out in section 439

related party benefit,—

(a)

in relation to a registered scheme, has the meaning set out in section 172:

(b)

in relation to a DIMS licensee, has the meaning set out in section 439

relative has the meaning set out in clause 5(2) of Schedule 1

relevant event means an event that results in a person having to disclose matters under sections 276 to 279

relevant interest has the meaning set out in sections 235 to 238

relevant money, in relation to financial products, means the money paid—

(a)

to acquire the financial products or an increased interest in the financial products; or

(b)

as a further contribution or investment or a further deposit as referred to in section 11(2)(c)

reporting period has the meaning set out in section 337

representation, in sections 23 to 27, has the meaning set out in section 23(4)

Reserve Bank means the Reserve Bank of New Zealand

restricted communication has the meaning set out in section 464

restricted scheme means a scheme that is registered on the register of managed investment schemes as a KiwiSaver scheme, a superannuation scheme, or a workplace savings scheme and that is identified as a restricted scheme on that register

retail investor has the meaning set out in clause 35 of Schedule 1

retail service has the meaning set out in clause 35 of Schedule 1

retirement scheme means any of the following schemes for the purposes of any enactment:

(a)

a registered scheme that is a KiwiSaver scheme or a superannuation scheme:

(b)

a workplace savings scheme (subject to the enactment and the regulations):

(c)

a Schedule 3 scheme (subject to the enactment and the regulations)

Schedule 3 scheme means a scheme that, under Schedule 3, is approved as a Schedule 3 scheme

scheme participant, in relation to a managed investment scheme, means a product holder of a managed investment product in the scheme

scheme property or property of the scheme, in relation to a managed investment scheme, means the property to which the scheme relates, including—

(a)

contributions of money to the scheme; and

(b)

money borrowed or raised for the purposes of the scheme; and

(c)

financial products or other property acquired, directly or indirectly, with, or with the proceeds of, contributions or money referred to in paragraph (a), (b), or (d); and

(d)

income and property derived, directly or indirectly, from contributions, money, or property referred to in paragraphs (a) to (c) or this paragraph

security

(a)

means an arrangement or a facility that has, or is intended to have, the effect of a person making an investment or managing a financial risk; and

(b)

includes—

(i)

a financial product; and

(ii)

any interest or right to participate in any capital, assets, earnings, royalties, or other property of any person; and

(iii)

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

(iv)

any renewal or variation of the terms or conditions of any existing security; but

(c)

does not include any interest or right that is declared by regulations not to be a security for the purposes of this Act

senior manager, in relation to a person (A), means a person who is not a director but occupies a position that allows that person to exercise significant influence over the management or administration of A (for example, a chief executive or a chief financial officer)

service provider or provider, in relation to a financial service, means a person who supplies a financial service

special resolution, in relation to—

(a)

holders of a financial product issued by a credit union, means a resolution approved by no less than 75% of the number of members of the credit union who are entitled to vote and who vote on the question:

(b)

holders of managed investment products in a superannuation scheme, a KiwiSaver scheme, a workplace savings scheme, or any other prescribed scheme, means a resolution approved by no less than 75% of the number of scheme participants who are entitled to vote and who vote on the question:

(c)

holders of debt securities in any other case, means a resolution approved by product holders holding debt securities with a combined nominal value of no less than 75% of the nominal value of the debt securities held by those persons who are entitled to vote and who vote on the question:

(d)

holders of managed investment products in any other case, means a resolution approved by product holders holding managed investment products with a combined value of no less than 75% of the value of the managed investment products held by those persons who are entitled to vote and who vote on the question

stop order means an order under section 462

subsidiary

(a)

has the meaning set out in section 5 of the Companies Act 1993; and

(b)

in Part 7, includes any entity that is classified as a subsidiary in any applicable financial reporting standard

substantial holding has the meaning set out in section 274

substantial product holder has the meaning set out in section 274(1)

superannuation scheme means a scheme that is registered on the register of managed investment schemes as a superannuation scheme (or, if the scheme is registered as a superannuation scheme in respect of only a section of the scheme, means the scheme in respect of that section)

supervisor means a person designated or appointed as a supervisor in relation to a debt security or managed investment scheme for the purposes of any financial markets legislation

supply, in relation to a service, includes provide, grant, or confer

Takeovers Code means the Takeovers Code in force under the Takeovers Act 1993

trade, in Part 2, has the meaning set out in section 18

trading day means, in relation to a licensed market, a day on which the market is open for the trading of financial products

transacting shareholder, in relation to a co-operative company,—

(a)

has the same meaning as in section 4 of the Co-operative Companies Act 1996; and

(b)

includes a supplying shareholder within the meaning of section 34 of that Act

underlying, in relation to a derivative, means the underlying asset, rate, index, commodity, or other thing referred to in section 8(4)(a)(iii)

unsolicited offer has the meaning set out in section 381(1)

unsolicited offer order means an order under section 472

unsolicited offer provision means any provision of any regulations made under section 382 that is stated by those regulations to be an unsolicited offer provision

unsubstantiated, in sections 23 to 27, has the meaning set out in section 23(2)

voting product, in relation to an entity,—

(a)

means a financial product of the entity that confers a right to vote at meetings of members or shareholders (whether or not there is any restriction or limitation on the number of votes that may be cast by or on behalf of the holder of the product); and

(b)

includes a financial product that is convertible into a financial product of the kind referred to in paragraph (a); but

(c)

does not include a financial product that confers only a right to vote that, under the conditions attached to the product, is exercisable only in 1 or more of the following circumstances:

(i)

during a period in which a dividend (or part of a dividend) in respect of the product is in arrears:

(ii)

on a proposal to reduce the capital of the entity:

(iii)

on a proposal that affects rights attached to the product:

(iv)

on a proposal to put the entity into liquidation:

(v)

on a proposal for the disposal of the whole or a material part of the property, business, and undertaking of the entity:

(vi)

during the liquidation of the entity

wholesale investor

(a)

has the meaning set out in clause 3(2) and (3) of Schedule 1, in relation to an offer of financial products; and

(b)

has the meaning set out in clause 36(b) of Schedule 1, in relation to the supply of a discretionary investment management service or any other relevant transaction (as defined in clause 49 of that schedule)

workplace savings scheme means a scheme that is registered on the register of managed investment schemes as a workplace savings scheme (or, if the scheme is registered as a workplace savings scheme in respect of only a section of the scheme, means the scheme in respect of that section).

(2)

Terms defined in other provisions of this Act have the meanings given unless the context otherwise requires.

(3)

In this Act, financial products are of the same class if those financial products have attached to them identical rights, privileges, limitations, and conditions (but, in the case of debt securities, the securities may, except in the prescribed circumstances, have a different redemption date or interest rate or both).

(4)

In this Act, an insolvency event is any of the following events, and a person becomes subject to an insolvency event on the date on which, and (if specified) the time at which, that event occurs:

(a)

a liquidator is appointed in respect of a liquidation under Part 16 of the Companies Act 1993 or under any other Act; or

(b)

an administrator is appointed in respect of a voluntary administration under Part 15A of the Companies Act 1993; or

(c)

a receiver is appointed in relation to the whole, or substantially the whole, of the assets and undertaking of the person; or

(d)

a liquidator is appointed in respect of a liquidation of an overseas company under section 342 of the Companies Act 1993; or

(e)

a statutory manager is appointed in respect of a statutory management under Part 3 of the Corporations (Investigation and Management) Act 1989 or any other enactment; or

(f)

a person is appointed in respect of, or another event occurs that indicates the start of, a process in New Zealand or in any other country in which the company or other body corporate was incorporated, created, or established that is similar to any of those set out in paragraphs (a) to (e).

(5)

In this Act, a share in an entity or a managed investment product in a scheme is redeemable if—

(a)

the constitution of the entity, the governing documents of the scheme, or the terms of issue of the share or product make provision for the redemption of the share or product by the entity or the manager of the scheme in 1 or more of the following circumstances:

(i)

at the option of the entity or manager:

(ii)

at the option of the holder of the share or product:

(iii)

on a date specified in those documents or in those terms; and

(b)

that redemption is for a consideration that is 1 or more of the following:

(i)

specified:

(ii)

to be calculated by reference to a formula:

(iii)

required to be fixed by a suitably qualified person who is not associated with or interested in the entity or manager of the scheme.

Section 6(1) accounting period: inserted, on 1 April 2014, by section 46(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 6(1) applicable auditing and assurance standard: inserted, on 1 April 2014, by section 46(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 6(1) applicable financial reporting standard: inserted, on 1 April 2014, by section 46(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 6(1) balance date: replaced, on 1 April 2014, by section 46(2) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 6(1) chartered accountant: repealed, on 1 July 2015, by section 17 of the Financial Reporting Amendment Act 2014 (2014 No 64).

Section 6(1) disclosure document paragraph (b): amended, on 9 August 2017, by section 47(1) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

Section 6(1) financial statements: inserted, on 1 April 2014, by section 46(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 6(1) FMC reporting entity: inserted, on 1 April 2014, by section 46(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 6(1) generally accepted accounting practice: inserted, on 1 April 2014, by section 46(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 6(1) group: inserted, on 1 April 2014, by section 46(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 6(1) group financial statements: inserted, on 1 April 2014, by section 46(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 6(1) issuer obligation paragraph (f): replaced, on 1 May 2014, by section 102 of the Non-bank Deposit Takers Act 2013 (2013 No 104).

Section 6(1) licensed insurer: inserted, on 1 April 2014, by section 46(1) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 6(1) limited disclosure document: inserted, on 9 August 2017, by section 47(2) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

Section 6(1) NBDT: inserted, on 1 May 2014, by section 102 of the Non-bank Deposit Takers Act 2013 (2013 No 104).

Section 6(1) Part 7 financial reporting provision: replaced, on 1 April 2014, by section 46(3) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 6(1) qualified auditor: replaced, on 1 April 2014, by section 46(4) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).

Section 6(1) qualified statutory accountant: inserted, on 1 July 2015, by section 17 of the Financial Reporting Amendment Act 2014 (2014 No 64).

Section 6(1) register entry: replaced, on 9 August 2017, by section 47(3) of the Regulatory Systems (Commercial Matters) Amendment Act 2017 (2017 No 12).

Section 6(1) subsidiary: replaced, on 1 April 2014, by section 46(5) of the Financial Reporting (Amendments to Other Enactments) Act 2013 (2013 No 102).