Dated at Wellington this 21st day of November 2014.
Statement of reasons
This notice comes into force on 1 December 2014 and is revoked on 30 November 2019.
This notice exempts a director or a senior manager of a listed issuer from disclosing relevant interests in quoted financial products if—
the financial products are the managed investment products of a passive fund; or
financial products of the listed issuer are approved for trading on a securities exchange in Australia or the United Kingdom. The exemption is subject to the conditions that the director or senior manager discloses the interests under the listing rules of that overseas securities exchange and that information is disclosed to a licensed market operator for the purpose of making the information available to participants in the relevant New Zealand financial product market. In addition, the exemption is subject to a condition that the relevant interest is noted in an interests register that is kept in accordance with the Financial Markets Conduct Act 2013 (the Act).
These exemptions are carried over from the Securities Markets Act (Disclosure of Relevant Interests by Directors and Officers) Exemption Notice 2004, but the exemptions have been modified to take into account concepts under the Act.
The Financial Markets Authority (the FMA), after satisfying itself as to the matters set out in section 557 of the Act, considers it appropriate to grant the exemptions because—
the exemptions under the Securities Markets Act (Disclosure of Relevant Interests by Directors and Officers) Exemption Notice 2004 that have been carried over into this notice are still applicable for market participants and have been in place since 3 May 2004; and
the risk of insider trading or any other market manipulation is minimal for quoted financial products that are interests in passive funds; and
without an exemption, directors and senior managers holding relevant interests in the managed investment products of passive funds would be subject to disclosure obligations that would raise significant practical compliance issues for the directors and senior managers concerned; and
compliance with the disclosure regime would, in the case of relevant interests in interests in passive funds, not provide information that furthers the market information or anti-insider trading purposes of the disclosure regime; and
disclosure under the Act in respect of the financial products of a listed issuer where disclosure is made under the listing rules of a securities exchange in Australia or the United Kingdom, and which has been further disclosed to NZX Limited or another licensed market operator, would be an unnecessary duplication of disclosure requirements; and
the granting of the exemptions is desirable in order to promote the purposes of the Act, specifically by avoiding unnecessary compliance costs and to provide for timely, accurate, and understandable information to be provided to the market to assist market participants in making decisions. The exemptions are not broader than is reasonably necessary to address the matters that gave rise to the exemptions.
Date of notification in Gazette: 27 November 2014.
This notice is administered by the Financial Markets Authority.