This note is
not part of the order, but is intended to indicate its general effect.
This order, which comes
into force 28 days after the date of its notification in the Gazette, is made under the New Zealand Stock Exchange Restructuring Act 2002 (the Act). The Act enables the New Zealand Stock
Exchange (NZSE) to restructure.
A restructuring proposal was approved by members of the NZSE under
the Act on 16 October 2002. Under that proposal, on the restructuring
the NZSE will convert into a company (the Company); and
all of the NZSE’s property, rights, and liabilities will
vest into the Company.
The Act requires the conduct rules
of the stock exchange to be operated by the Company to be approved
before the restructuring day. The conduct rules are the listing rules
and business rules of the stock exchange. This order approves the
conduct rules received by the Secretary on 23 October 2002. On
the date of this order, those rules are available on the NZSE’s
website from the webpage: www.nzse.co.nz/exchange/conduct_rules (however,
the changes on corporate governance on the website have not yet been
submitted for approval). In addition, a copy of those rules must be
available for public inspection, free of charge and during normal
office hours, at the office of the Company. The approved conduct rules
apply on and from the restructuring day.
The Act also requires a control limit for the
Company to be fixed before the restructuring day. The control limit
is the highest percentage of voting rights in the Company that may
be held or controlled directly or indirectly by any person. This order
sets the control limit at 10% of the voting rights in the Company.
The control limit applies on and from the restructuring day.
The Act requires the restructuring
day to be specified by Order in Council. This order states that the
restructuring day is 31 December 2002. As well as requiring the
conduct rules to be approved and control limit to be fixed, the Act
requires the NZSE to fulfil 2 other requirements before the restructuring
day. Both of these requirements have also been met as follows:
on 7 November 2002, a notice was published in the Gazette under section 8(c) of the Act confirming
that the NZSE members have approved the conversion of the NZSE into
a company; and
on 5 November 2002, the application for registration of
the Company under the Companies Act 1993, its constitution,
and the fee for registration were delivered to the Registrar of Companies.