A person must not do any of the things set out in sections 8C to 8E if that person is an information insider of the public issuer.

(1) A person is an information insider of a public issuer if that person—

• (a) has material information relating to the public issuer that is not generally available to the market; and

• (b) knows or ought reasonably to know that the information is material information; and

• (c) knows or ought reasonably to know that the information is not generally available to the market.

(2) A public issuer may be an information insider of itself.

In this subpart, inside information means the information in respect of which a person is an information insider of the public issuer in question.

An information insider of a public issuer must not trade securities of the public issuer.

An information insider (A) of a public issuer must not directly or indirectly disclose inside information to another person (B) if A knows or ought reasonably to know or believes that B will, or is likely to,—

• (a) trade securities of the public issuer; or

• (b) if B is already a holder of those securities, continue to hold them; or

• (c) advise or encourage another person (C) to trade or hold them.

An information insider (A) of a public issuer must not—

• (a) advise or encourage another person (B) to trade or hold securities of the public issuer:

• (b) advise or encourage B to advise or encourage another person (C) to trade or hold those securities.

A person who contravenes any of sections 8C to 8E commits an offence (see section 43 for the maximum penalty of 5 years' imprisonment and a $300,000 fine for an individual or a $1,000,000 fine for a body corporate) if the person has actual knowledge—

• (a) that the information is material information; and

• (b) that the information is not generally available to the market; and

• (c) in the case of a contravention of section 8D, of any of the matters set out in section 8D(a) to (c).

Section 8C does not apply to trading in securities that is required by an enactment.

Section 8D does not apply to disclosure that is required by an enactment.

(1) Section 8C does not apply to the acquisition of the securities of a public issuer under an underwriting or sub-underwriting agreement.

(2) Section 8D does not apply if the inside information is disclosed to a person for the sole purpose of negotiating an underwriting or sub-underwriting agreement with that person in respect of the securities in question.

(3) Section 8E does not apply if the advice or encouragement is given for the sole purpose of persuading the person to whom it is given to enter into an underwriting or sub-underwriting agreement in respect of the securities in question.

(1) A person (A) does not contravene section 8C merely because A trades the securities with the knowledge that A proposes to enter into, or has previously entered into, 1 or more transactions or agreements in relation to the securities or the public issuer or its business activities.

(2) A person (B) does not contravene section 8E merely because B advises or encourages A to trade or hold securities when B has knowledge acquired in the course of acting as A's adviser that A proposes to enter into, or has previously entered into, 1 or more transactions or agreements in relation to the securities or the public issuer or its business activities.

(3) In subsection (2), adviser means an adviser acting in a professional capacity, and includes an adviser such as a lawyer, an accountant, or an investment adviser, but is not limited to those persons.

Section 8C does not apply in the case of a person (A) if—

• (a) in trading the securities A was acting on behalf of another person (B); and

• (b) A traded the securities on B's specific instruction; and

• (c) before trading, A did not disclose inside information to B; and

• (d) A did not advise or encourage B to instruct A to trade.

(1) Section 8C does not apply to—

• (a) trading that results from a takeover offer under the takeovers code; or

• (b) trading in compliance with regulations made under section 49D(1)(b); or

• (c) entering into an agreement to acquire or dispose of securities at a fixed price under a future takeover offer that complies with the takeovers code; or

• (d) the acquisition or disposal of securities in performance of an agreement to acquire or dispose of those securities at a fixed price under a future takeover offer that complies with the takeovers code.

(2) Section 8D does not apply to the following conduct:

• (a) subject to the conditions in subsection (3), disclosure of inside information to a prospective offeror or its advisers under a prospective takeover offer under the takeovers code:

• (b) subject to the conditions in subsection (3), disclosure of inside information to encourage competing bona fide offers to be made in competition with a takeover offer under the takeovers code:

• (c) subject to the conditions in subsection (3), disclosure of inside information by a prospective offeror or its advisers under a prospective takeover offer under the takeovers code for the purpose of forming a consortium to make a takeover offer:

• (d) disclosure of inside information to an independent adviser to enable that adviser to make a report required by the takeovers code.

(3) The conditions referred to in subsection (2) are—

• (a) the recipient of the information is bound by a confidentiality agreement in respect of the information; and

• (b) the purpose of the conduct is to enable or encourage the recipient to make a takeover offer or to participate in a takeover offer.

(4) Section 8E does not apply to advice or encouragement—

• (a) by the directors of a company that is the target company under a takeover offer under the takeovers code, to the extent that the advice or encouragement is given to the company's shareholders and relates to trading or holding their securities; or

• (b) by a prospective offeror under a prospective takeover offer under the takeovers code for the purpose of forming a consortium to make a takeover offer.

(5) A person (A) does not contravene section 8D or section 8E merely because A, in relation to a takeover offer or prospective takeover offer under the takeovers code, discloses inside information to another person (B) or advises B to trade or hold securities of the public issuer when A has that inside information, or is an information insider, only through acting as B's adviser in relation to the takeover offer or prospective takeover offer.

(6) In subsection (5), adviser means an adviser acting in a professional capacity, and includes an adviser such as a lawyer, an accountant, or an investment adviser, but is not limited to those persons.

Section 8C does not apply to the redemption of units in a unit trust if the redemption price for each unit is calculated by reference to the underlying value of the assets of the financial business or undertaking of the scheme.

Section 8C does not apply to trading by the Reserve Bank of New Zealand in securities issued by the Reserve Bank of New Zealand or by the Crown.

In any proceeding against a person (A) for contravention of section 8C, it is a defence if A proves on a balance of probabilities that A did not know, and could not reasonably be expected to know, that A traded the securities.

(1) In any proceeding against a person (A) for contravention of section 8C or section 8D, it is a defence if A proves on a balance of probabilities that the inside information was obtained by research and analysis, and was not obtained directly or indirectly from the public issuer concerned.

(2) In any proceeding against a person (A) for contravention of section 8E, it is a defence if A proves on a balance of probabilities that A encouraged or advised on the basis of inside information obtained by research and analysis, and not obtained directly or indirectly from the public issuer concerned.

(3) In subsections (1) and (2), research means planned investigation undertaken to gain new knowledge and understanding.

(1) In any proceeding against a person (A) for contravention of section 8C, it is a defence if A proves on a balance of probabilities that the opposite party to the transaction knew, or ought reasonably to have known, the same inside information as A before entering into the transaction.

(2) In any proceeding against a person (A) for contravention of section 8D, it is a defence if A proves on a balance of probabilities that the other person knew, or ought reasonably to have known, the same inside information as A before it was disclosed.

(3) In any proceeding against a person (A) for contravening section 8D or section 8E by disclosing inside information to another person (B) or by advising B to trade or hold securities of the public issuer, it is a defence if A proves on a balance of probabilities that A has that inside information, or is an information insider, only through acting as B's adviser in relation to trading or holding those securities.

(4) In subsection (3), adviser means an adviser acting in a professional capacity, and includes an adviser such as a lawyer, an accountant, or an investment adviser, but is not limited to those persons.

(1) In any proceeding against a person (A) for contravention of section 8C, it is a defence if A proves on a balance of probabilities that—

• (a) A traded the securities under a fixed trading plan or under options with a fixed exercise price; and

• (b) A entered into the trading plan, or acquired the options, as the case may be,—

  • (i) before A obtained the inside information; and

  • (ii) without any intent to evade section 8C.

(2) A fixed trading plan is a trading plan that—

• (a) is fixed for a period of time; and

• (b) gives the investor no right to withdraw before the end of that period; and

• (c) is not subject to any influence by the investor as to trading decisions after the plan has begun.

(1) In any proceeding against a person (A) for contravention of any of sections 8C to 8E, it is a defence if A proves on a balance of probabilities that—

• (a) arrangements existed that could reasonably be expected to ensure that no individual who took part in the active decision received, or had access to, the inside information or was influenced, in relation to that decision, by an individual who had the information; and

• (b) no individual who took part in the active decision received, or had access to, the inside information or was influenced, in relation to that decision, by an individual who had the information; and

• (c) every individual who had the information and every individual who took part in the active decision acted in accordance with the arrangements referred to in paragraph (a).

(2) In subsection (1), active decision means the decision to trade the securities or disclose the inside information or advise or encourage, as the case may be.

A person must not make a statement or disseminate information if—

• (a) a material aspect of the statement or information is false or the statement or information is materially misleading; and

• (b) the person knows or ought reasonably to know that a material aspect of the statement or information is false or that the statement or information is materially misleading; and

• (c) the statement or information is likely to—

  • (i) induce a person to trade in the securities of a public issuer; or

  • (ii) have the effect of increasing, reducing, maintaining, or stabilising the price for trading in those securities; or

  • (iii) induce a person to vote for, or vote against, a transaction, or to abstain from voting in respect of that transaction.

A person who contravenes section 11 commits an offence (see section 43 for the maximum penalty of 5 years' imprisonment and a $300,000 fine for an individual or a $1,000,000 fine for a body corporate) if the person has actual knowledge that the statement or information is false in a material aspect or is materially misleading.

A person must not do, or omit to do, anything if—

• (a) the act or omission will have, or is likely to have, the effect of creating, or causing the creation of, a false or misleading appearance—

  • (i) with respect to the extent of active trading in the securities of a public issuer; or

  • (ii) with respect to the supply of, demand for, price for trading in, or value of those securities; and

• (b) the person knows or ought reasonably to know that the person's act or omission will, or is likely to have, that effect.

(1) A person (A) is presumed to contravene section 11B if A is directly or indirectly a party to trading in the securities of a public issuer from which no change in beneficial ownership results.

(2) A person (A) is also presumed to contravene section 11B if—

• (a) A has made an offer to trade the securities of a public issuer; and

• (b) either A or, to A's knowledge, A's associate, has made or proposes to make an opposite offer (the opposite offer) to trade securities of the public issuer; and

• (c) the opposite offer substantially matches A's offer as to the number and price of the securities.

(3) There is no presumption under subsection (1) or subsection (2), and it is a defence in any proceeding against A for contravention of section 11B, if A proves, on a balance of probabilities, that the trading in securities occurred, or the offer to trade was made, for a legitimate reason.

(4) There is no presumption under subsection (1), and it is a defence in any proceeding against A for contravention of section 11B, if A proves, on a balance of probabilities, that—

• (a) in trading the securities A was acting on behalf of another person; and

• (b) A did not know, and ought not reasonably to have known, when trading the securities that no change in beneficial ownership would result.

A person who contravenes section 11B commits an offence (see section 43 for the maximum penalty of 5 years' imprisonment and a $300,000 fine for an individual or a $1,000,000 fine for a body corporate) if the person has actual knowledge that the act or omission will have, or is likely to have, the effect of creating, or causing the creation of, a false or misleading appearance—

• (a) with respect to the extent of active trading in the securities of a public issuer; or

• (b) with respect to the supply of, demand for, price for trading in, or value of those securities.

This subpart applies, with the following modifications and exceptions, to insider conduct in relation to a futures contract that is listed on an authorised futures market:

• (a) the term information insider of a public issuer must be read as information insider in relation to a futures contract:

• (b) the term information insider of the public issuer must be read as information insider in relation to the futures contract:

• (c) the term material information relating to the public issuer must be read as material information relating to—

  • (i) the futures contract; or

  • (ii) the underlying commodity, index, or asset that is the subject of the futures contract; or

  • (iii) the issuer of a security underlying the futures contract:

• (d) the term security must be read as futures contract:

• (e) the term trade the securities of the public issuer must be read as trade the futures contract:

• (f) the term trade or hold securities of the public issuer must be read as trade or hold the futures contract:

• (g) section 8A(2) must be read as “A public issuer of a security underlying a futures contract may be an information insider in relation to that futures contract”:

• (h) all other necessary modifications.

(1) A person must not engage in conduct, in relation to any dealings in securities, that is misleading or deceptive or likely to mislead or deceive.

(2) To make the position clear, this section applies more broadly than the rest of this Part and so applies to securities whether listed or non-listed and to all dealings in securities (not only trading).

(1) Sections 11 and 13 do not apply to conduct in relation to a takeover offer for securities under the takeovers code or to conduct under that offer to the extent that the conduct is regulated by the code or the Takeovers Act 1993.

(2) For the purposes of subsection (1), conduct in relation to a takeover offer means conduct following the public announcement by a person of an intention to make the offer, whether or not the offer has already begun and whether or not the offer proceeds, and includes conduct incidental or preliminary to a takeover that is regulated by the takeovers code.

Section 13 does not apply to conduct in relation to the acquisition or redemption by a company of its shares under the Companies Act 1993 to the extent that the conduct is regulated by that Act.

Section 13 does not apply to conduct in relation to an offer of securities to the public for subscription under the Securities Act 1978 or to conduct in relation to the issue or allotment of those securities to the extent that the conduct is regulated by that Act.

Section 13 applies to—

• (a) conduct in New Zealand; and

• (b) conduct outside New Zealand by any person resident, incorporated, or carrying on business in New Zealand to the extent that that conduct relates to dealings in securities that occur (in part or otherwise) within New Zealand.

A court hearing a proceeding brought against a person under the Fair Trading Act 1986 must not find that person liable for conduct that is regulated by this Part if that person would not be liable for that conduct under this Part.

(1) The purpose of this subpart is to provide for appropriate continuous disclosure by public issuers of material information that is not generally available to the market.

(2) The following criteria are relevant to the implementation of that purpose (without limiting other relevant criteria):

• (a) promoting fair, orderly, and transparent listed markets:

• (b) providing an appropriate level of protection for investors:

• (c) ensuring that the benefits resulting from the continuous disclosure regime justify the costs, including the following costs:

  • (i) the value that a public issuer gives up if the information is not kept confidential; and

  • (ii) compliance costs for public issuers and registered exchanges in disclosing the information:

• (d) ensuring reasonable consistency and predictability in the application of the continuous disclosure regime:

• (e) avoiding unfair advantages resulting from inappropriate disclosure of information to some, but not all, investors:

• (f) recognising the importance to the New Zealand listed markets of attracting and retaining exchange participants and maintaining international competitiveness:

• (g) [Repealed]

• (h) recognising the importance of maintaining international best practices for continuous disclosure in listed markets:

• (i) any principles applying to the co-ordination of business law between Australia and New Zealand set out in any agreement or memorandum of understanding between the Governments of New Zealand and Australia.

(1) A public issuer must notify information in accordance with the continuous disclosure provisions of the listing rules of a registered exchange if—

• (a) the public issuer is a party to a listing agreement with that exchange; and

• (b) the public issuer has information that those continuous disclosure provisions require it to notify; and

• (c) the information is material information that is not generally available to the market; and

• (d) no regulations under section 48E declare that section 19C applies to that exchange.

(2) Subsection (1) does not affect or limit the situations in which action can be taken (other than under Part 5) for a failure to comply with provisions of the listing rules of a registered exchange.

A public issuer must notify information in accordance with the continuous disclosure provisions of regulations made under section 48E if—

• (a) regulations under section 48E declare that this section applies to a registered exchange; and

• (b) the public issuer is a party to a listing agreement with that exchange; and

• (c) the public issuer has information that those continuous disclosure provisions require it to notify; and

• (d) the information is material information that is not generally available to the market.

For the purposes of this Act, continuous disclosure provisions means provisions that require a public issuer that is a party to a listing agreement with a registered exchange to notify information about events or matters as they arise for the purpose of that information being made available to participants in the registered exchange's securities market.

A person (A) does not, in relation to the contravention by a public issuer of a continuous disclosure obligation or a term or condition of a continuous disclosure exemption, contravene that obligation or term or condition if A proves on the balance of probabilities that—

• (a) A took all steps (if any) that were reasonable in the circumstances to ensure that the public issuer complied with the obligation or term or condition; and

• (b) after doing so, A believed on reasonable grounds that the public issuer was complying with the obligation or term or condition.

The purpose of this subpart is to promote good corporate governance, and to deter and assist in the monitoring of insider conduct and market manipulation, by—

• (a) ensuring that information about directors' and officers' trading activities in public issuers is available to participants in New Zealand's securities markets; and

• (b) enabling the dates of trades to be checked against the dates at which material information became generally available to the market.

(1) A director or officer of a public issuer who has a relevant interest in a security of the public issuer or a related body corporate must disclose that fact, in accordance with section 19U, within 5 trading days of this section becoming applicable as a result of—

• (a) the listing of the public issuer; or

• (b) the person's appointment as a director or officer; or

• (c) the commencement of this section.

(2) A director or officer of a public issuer who acquires or disposes of a relevant interest in a security of the public issuer or a related body corporate must disclose that fact, in accordance with section 19U, within 5 trading days of the acquisition or disposal.

(3) This section is subject to sections 19U to 19Y.

(1) The director or officer must disclose the relevant interest, acquisition, or disposal—

• (a) to the registered exchange with which the public issuer is listed; and

• (b) in the interests register of the public issuer kept under this subpart.

(2) The director or officer must also disclose, as required by regulations made under section 49, any further matters relating to the relevant interest, acquisition, or disposal required by those regulations.

The director or officer must disclose the relevant interest, acquisition, or disposal in accordance with any regulations made under section 49 (which may govern the form and method of the disclosure).

A person is treated as a director or officer for the purposes of this subpart for 6 months after that person ceases to be a director or officer, and must continue to comply with this subpart for that period.

(1) A director or officer of a co-operative company who has a relevant interest in a non-listed security of that company does not have to disclose that fact under section 19T if—

• (a) the director or officer is a transacting shareholder of the company; and

• (b) the interest was acquired by the director or officer in the ordinary course of business.

(2) A director or officer of a co-operative company who acquires or disposes of a relevant interest in a non-listed security of that company does not have to disclose that fact under section 19T if—

• (a) the director or officer is a transacting shareholder of the company; and

• (b) the director or officer acquires or disposes of the interest in the ordinary course of business.

(3) For the avoidance of doubt and for the purposes of subsections (1) and (2), a person is not acting outside the ordinary course of business merely because the person acquires or disposes of non-listed securities in the company in connection with the person acquiring or disposing of a business or business assets.

The directors' and officers' disclosure obligations are subject to any exemptions granted by the FMA under section 48 or provided in regulations made under section 49.

(1) A public issuer must keep an interests register for disclosures under this subpart.

(2) The interests register must be kept at—

• (a) the registered office of the public issuer; or

• (b) any other place in New Zealand, of which notice is given in accordance with subsection (2A).

(2A) If the interests register is not kept at the public issuer's registered office, or the place at which it is kept is changed, the public issuer must give written notice to the Registrar of Companies of the place at which it is kept within 10 working days of its first being kept elsewhere or of its being moved.

(3) The interests register may be the same interests register as that kept under section 189(1)(c) of the Companies Act 1993.

(4) This section and section 19ZA do not derogate from the Companies Act 1993.

(1) The interests register must be kept open for inspection by any person.

(2) The interests register must be open for inspection between the hours of 9 am and 5 pm on each working day during the inspection period.

(3) In subsection (2), 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 public issuer by the person concerned and ending with the eighth working day after the day of service.

(4) A person may require a copy of, or extract from, an interests register to be sent to that person—

• (a) within 5 working days after the person has made a request in writing for the copy or extract; and

• (b) if the person has paid a reasonable copy and administration fee determined by the public issuer.

(1) Every person who is aware or ought reasonably to be aware of information that the person is required to disclose under section 19T, and who fails to disclose that information in accordance with a directors' and officers' disclosure obligation, commits an offence (see section 43A for the maximum penalty of a $30,000 fine).

(2) [Repealed]

(1) A person who fails, without reasonable excuse, to comply with section 19Z(1) or (2) commits an offence (see section 43A for the maximum penalty of a $10,000 fine).

(2) If a person fails, without reasonable excuse, to provide a copy of, or extract from, an interests register in accordance with a request under section 19ZA, the person commits an offence (see section 43A for the maximum penalty of a $10,000 fine).

The purpose of this subpart is to promote an informed market, and to deter insider conduct, market manipulation, and secret dealings in potential takeover bids, by ensuring that participants in New Zealand's securities markets have access to information concerning the identity and trading activities of persons who are, or may at any time be, entitled to control or influence the exercise of significant voting rights in a public issuer.

(1) A person is a substantial security holder in a public issuer for the purposes of this Act if that person has a substantial holding in that public issuer.

(2) A person has a substantial holding in a public issuer for the purposes of this Act if that person has a relevant interest in listed voting securities that comprise 5% or more of a class of listed voting securities of the public issuer.

(3) A person has a separate substantial holding for the purposes of this Act for each class in respect of which the person has a substantial holding under subsection (2).

(4) The percentage of securities that a person has in a class, for the purposes of this subpart, is calculated as follows:

if—

number held is the number of securities, in that class, in which the person has a relevant interest

total is the total number of securities in that class.

(1) A person who begins to have a substantial holding (or another substantial holding for another class) in a public issuer must disclose that fact in accordance with sections 26 and 27.

(2) The disclosure must be given as soon as the person knows, or ought to know, that the person has the substantial holding.

(1) A substantial security holder in a public issuer must disclose, in accordance with sections 26 and 27, any movement of 1% or more in the substantial holding.

(2) There is a movement of 1% or more in a substantial holding if—

• (a) there is a change in the number of securities held by the substantial security holder (where number held has the same meaning as in section 21(4)); and

• (b) the percentage worked out using the formula in section 21(4) increases or decreases by 1 or more percentage points from the percentage last disclosed under this subpart in relation to the substantial holding.

(3) The disclosure must be given as soon as the person knows, or ought to know, that that movement has occurred.

(1) A substantial security holder in a public issuer must disclose, in accordance with sections 26 and 27, any change in the nature of any relevant interest in the substantial holding.

(2) The disclosure must be given as soon as the person knows, or ought to know, of the change.

(1) A person who ceases to have a substantial holding (or any of the person's substantial holdings) in a public issuer must disclose that fact in accordance with sections 26 and 27.

(2) The disclosure must be given as soon as the person knows, or ought to know, that the person has ceased to have a substantial holding.

(1) A person must disclose the matters required to be disclosed under any of sections 22 to 25 or section 34 to—

• (a) the public issuer; and

• (b) every registered exchange by which the securities of the public issuer are listed.

(2) The person must also disclose, as required by regulations made under section 49A, any further matters relating to that matter, the relevant event, or the substantial holding that are required by those regulations.

(3) The disclosure must also be accompanied by, or have annexed, anything required by regulations made under section 49A.

The person must give the disclosure in accordance with any regulations made under section 49A (which may govern the form and method of the disclosure).

Every public issuer must, at the request of a person by whom disclosure is given to it under this subpart, give to that person an acknowledgment of the disclosure in the manner required by regulations made under section 49A.

(1) For the purposes of this subpart, a person may assume that the total number of securities of a public issuer in a class most recently published by the following methods is correct:

• (a) in a document published by a public issuer and distributed to the holders of that class of securities; or

• (b) on a website maintained by the relevant registered exchange.

(2) Subsection (1) does not apply if that person knows that number is not correct.

A person (A) need not comply with any of sections 22 to 25 in relation to a substantial holding in a public issuer if—

• (a) another person (B) is required to comply, and does comply, with that section in relation to the same public issuer; and

• (b) A has that substantial holding merely for 1 or more of the following reasons:

  • (i) A has a power to exercise, or control the exercise of, the right to vote attached to 20% or more of the securities of B (see section 5B(1)(b)):

  • (ii) A has a power to acquire or dispose of, or control the acquisition or disposition of, 20% or more of the securities of B (see section 5B(1)(c)):

  • (iii) A and B are related bodies corporate (see section 5B(1)(d)).

(1) A person (A) need not comply with any of sections 22 to 25 in relation to 1 or more substantial holdings in 1 or more public issuers if—

• (a) A has that substantial holding merely because A acts for another person in the ordinary course of business as a trustee corporation or a nominee company; and

• (b) A has opted in to this exemption by written notice to the FMA (and not withdrawn the notice by further written notice to the FMA).

(2) Subsection (1) does not apply if A is currently designated by the FMA, by notice in the Gazette under section 48C, as a person that is not exempt under this section.

(1) A person (A) to whom section 31(1) applies must—

• (a) keep under continuing review the transactions of all persons for whom A holds listed voting securities in A's name; and

• (b) inform the public issuer of the securities and the registered exchange by which those securities are listed if section 22 or section 25 applies to any of those persons; and

• (c) inform that registered exchange if it exercises, or proposes to exercise, in its own right any voting rights in respect of 5% or more of a class of listed voting securities of a public issuer.

(2) Every person who, without reasonable excuse, fails to comply with subsection (1) commits an offence (see section 43A for the maximum penalty of a $10,000 fine).

(1) A person (A) need not comply with any of sections 22 to 25 in relation to 1 or more substantial holdings in 1 or more public issuers if A has that substantial holding merely because A has, under section 5B, the relevant interests in securities that a trustee corporation or a nominee company that is exempt in relation to that substantial holding under section 31 has.

(2) Subsection (1) does not apply if A is currently designated by the FMA, by notice in the Gazette under section 48C, as a person that is not exempt under this section.

If a person is required to comply with sections 22, 23, or 25 merely because the person is the trustee of a testamentary trust or the executor or administrator of the estate of a deceased person,—

• (a) the time limit for disclosure in that section does not apply; and

• (b) the disclosure must instead be given before the expiry of 14 days after the grant of administration under the Administration Act 1969.

(1) The FMA may, by written notice given after having regard to the purpose of this subpart, require a person to disclose all (or any class of)—

• (a) relevant interests that the person has in securities of the public issuer; or

• (b) powers that the person has or may at any time have to acquire a relevant interest in securities of the public issuer.

(2) It does not matter whether the securities referred to in subsection (1)(a) and (b) are voting securities or not, listed or non-listed, or issued or yet to be issued.

(3) The person must disclose the information required under subsection (1) in accordance with sections 26 and 27 as soon as the person receives the notice.

(4) Whether or not a person has a power referred to in subsection (1) must be determined in the same way as sections 5 to 5B determine whether or not a person has a relevant interest (and for this purpose every reference in those sections to a relevant interest must be read as including a reference to a power to acquire a relevant interest).

(1) A public issuer may, by written notice, require a person who is registered as the holder of listed voting securities in that public issuer to disclose—

• (a) the name and address of every person who has a relevant interest in those listed voting securities and the nature of that interest; and

• (b) to the extent that that registered holder is unable to supply any of that information in relation to a person having a relevant interest in those listed voting securities, other particulars that will, or are likely to, assist in identifying that person and the nature of that interest.

(2) That registered holder must disclose that information in writing to the public issuer as soon as the holder receives the notice.

(1) A public issuer may, by written notice, require a person who the public issuer believes has, or may have, a relevant interest in listed voting securities in that public issuer to disclose the information the public issuer specifies for the purpose of assisting the public issuer to ascertain who is, or may be, a substantial security holder in the public issuer.

(2) That relevant interest holder must disclose that information in writing to the public issuer as soon as the holder receives the notice.

The notice requiring disclosure under section 34, 35, or 35A must be given in accordance with the regulations (if any) made under section 49A (which may govern the form and method in which the notice must be given).

Every person who knows or ought to know information that the person is required to disclose under any of sections 22 to 25 and 34 to 35A, and who fails to disclose that information in accordance with a substantial holding disclosure obligation, commits an offence (see section 43A for the maximum penalty of a $30,000 fine).

(1) The public issuer must keep a register for the disclosures given to it under this subpart (and must include a disclosure in the register on receiving it).

(2) Subsection (1) does not apply to disclosures made under section 35 or section 35A which do not reveal a substantial holding.

(3) The disclosures must be kept in the register in alphabetical order and with a chronological index.

(4) The register must be kept at—

• (a) the registered office of the public issuer; or

• (b) any other place in New Zealand, of which notice is given in accordance with subsection (5).

(5) If the register is not kept at the public issuer's registered office, or the place at which it is kept is changed, the public issuer must give written notice to the Registrar of Companies of the place at which it is kept within 10 working days of its first being kept elsewhere or its being moved.

(6) This section and section 35D do not derogate from the Companies Act 1993 or any other enactment.

(1) The register required under section 35C must be kept open for inspection by any person.

(2) The register must be open for inspection between the hours of 9 am and 5 pm on each working day during the inspection period.

(3) In subsection (2), 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 public issuer by the person concerned and ending with the eighth working day after the day of service.

(4) A person may require a copy of, or extract from, a register to be sent to that person—

• (a) within 5 working days after the person has made a request in writing for the copy or extract; and

• (b) if the person has paid a reasonable copy and administration fee determined by the public issuer.

(1) Every person who, without reasonable excuse, fails to comply with a requirement of section 35C or section 35D commits an offence (see section 43A for the maximum penalty of a $10,000 fine).

(2) If a person fails, without reasonable excuse, to provide a copy of, or extract from, the register kept under section 35C in accordance with a request under section 35D, the person commits an offence (see section 43A for the maximum penalty of a $10,000 fine).

(1) Every public issuer must, in accordance with this section, send out a notice stating—

• (a) the names of all persons who, according to the register kept under section 35C, are substantial security holders in the public issuer, at the record date; and

• (b) the number and class of listed voting securities of the public issuer that, according to the register, form part of each substantial holding in the public issuer at the record date; and

• (c) the total number in each class of the public issuer's listed voting securities at the record date.

(2) The notice must be sent—

• (a) for public issuers that are companies (other than overseas companies within the meaning of the Companies Act 1993), to each shareholder with or in—

  • (i) the annual report sent under section 209 of the Companies Act 1993; or

  • (ii) the notice sent under that section; and

• (b) for every other public issuer, to every holder of its listed voting securities not later than 30 June in each year.

(3) The record date is a date stated in the notice that is not earlier than 3 months before the notice is sent.

A registered exchange must—

• (a) notify each disclosure given to it under this subpart to the relevant registered market as soon as practicable after receiving it; and

• (b) publish that disclosure on its website soon after notifying it to the relevant registered market.

(1) A public issuer who, without reasonable excuse, fails to comply with a requirement of section 35F commits an offence (see section 43A for the maximum penalty of a $10,000 fine).

(2) A registered exchange who, without reasonable excuse, fails to comply with a requirement of section 35G commits an offence (see section 43A for the maximum penalty of a $10,000 fine).

No public issuer is liable for any false or misleading information published under section 35F if the information was derived by the issuer under this subpart and the issuer did not know that the information was false or misleading.

(1) Nothing in, or done under, this subpart—

• (a) affects the incorporation of a public issuer; or

• (b) limits section 92, 93, or 94 of the Companies Act 1993.

(2) A public issuer is not, by virtue of anything done for the purposes of this subpart, affected with notice of, or put on inquiry as to, the rights of any person in relation to any securities.

(1) No person may, in connection with carrying on business in New Zealand,—

• (a) use a style or title including the words “stock exchange” or “securities exchange”; or

• (b) state or imply, or permit a statement or implication, that—

  • (i) the person is a registered securities exchange or authorised securities exchange; or

  • (ii) a securities market that the person operates is regulated under New Zealand law.

(2) Subsection (1)(a) and (b)(i) do not apply to—

• (a) a registered exchange; or

• (b) a subsidiary of a registered exchange.

(2A) Subsection (1)(b)(ii) does not apply to—

• (a) a registered exchange in respect of its registered market; or

• (b) a subsidiary of a registered exchange in respect of the exchange's registered market.

(3) Every person who acts in contravention of subsection (1) commits an offence (see section 43B for the maximum penalty of a $10,000 fine per day).

(1) No person to whom this section applies may operate a securities market in New Zealand unless that person is—

• (a) a registered exchange; or

• (b) a subsidiary of a registered exchange.

(2) Every person who acts in contravention of subsection (1) commits an offence (see section 43B for the maximum penalty of a $10,000 fine per day).

(1) The Minister may, by notice in the Gazette,—

• (a) declare, in accordance with section 36D, that section 36B applies to a person:

• (b) declare that section 36B ceases to apply to a person.

(2) The notice may include any exemption granted under section 36E.

(1) The Minister may declare that section 36B applies to a person only if he or she is satisfied that the result of that section not applying to the person is likely to be detrimental to—

• (a) the integrity or effectiveness of securities markets in New Zealand; or

• (b) the confidence of investors in securities markets in New Zealand.

(2) The Minister must, before making the declaration,—

• (a) give at least 2 months' written notice of the proposed declaration, and of the Minister's reasons for his or her opinion under subsection (1), to—

  • (i) the person to whom it is proposed to apply section 36B; and

  • (ii) the FMA; and

  • (iii) any other persons that the Minister thinks are representative of the interests of persons likely to be substantially affected by the proposed declaration; and

• (b) have regard to any submissions made by those persons within the notice period given; and

• (c) before making the declaration, give at least 14 days' written notice to the persons referred to in paragraph (a), and in the Gazette, of his or her intention to do so and of the reasons for his or her opinion under subsection (1).

(3) A failure to comply with subsection (2) does not invalidate any notice published under section 36C.

(1) The Minister may exempt a securities market, class of securities markets, futures market, or class of futures markets from any provision or provisions of Part 2 and this Part.

(2) The exemption may be on any terms or conditions that the Minister thinks fit.

(2A) The Minister must, in considering whether to grant an exemption, have regard to—

• (a) the nature of the relevant securities or futures market, or class of securities or futures markets; and

• (b) the likely effect of the proposed exemption on the integrity or effectiveness of securities or futures markets in New Zealand; and

• (c) the likely effect of the proposed exemption on the confidence of investors in securities or futures markets in New Zealand; and

• (d) whether there are public benefits from the securities or futures market, or class of securities or futures markets, being operated under the proposed exemption; and

• (e) any other matters he or she considers relevant.

(3) The exemption has effect according to its tenor.

(4) In determining whether or not to grant an exemption, the Minister must seek the advice of the FMA.

(5) The Minister may vary an exemption in the same way as the exemption may be granted under this section.

(6) The Minister may revoke an exemption granted under this section.

(7) An exemption under this section is a disallowable instrument under the Legislation Act 2012 and must be presented to the House of Representatives under section 41 of that Act.

(8) A class exemption under this section must be published under section 6 of the Legislation Act 2012 and, for this purpose, class exemption—

• (a) means an exemption of general application that applies to a class of securities markets or class of futures markets; but

• (b) does not include an exemption granted in relation to a particular securities market or futures market.

(9) An exemption that is not a class exemption under subsection (8) must, as soon as practicable after being granted, be—

• (a) published on an Internet site maintained by or on behalf of the FMA; and

• (b) notified in the Gazette; and

• (c) made available in printed form for purchase on request by members of the public.

(10) A notification in the Gazette for the purpose of subsection (9)(b) does not have to incorporate the exemption.

(1) A body corporate may apply for a market registration for—

• (a) 1 or more securities markets; or

• (b) 1 or more securities markets and 1 or more futures markets; or

• (c) 1 or more futures markets, if the body corporate already holds a market registration for a securities market.

(2) The applicant for a market registration must deliver to the FMA—

• (a) an application for registration in the form, and containing the information, required by the FMA, but which must—

  • (i) include a copy of any proposed new market rules, or proposed changes to existing market rules, for the relevant market (the proposed market rules); and

  • (ii) identify any existing market rules that it proposes to apply to the relevant market; and

• (b) any fees required to be paid to the FMA by regulations made under section 49D.

(3) The FMA must grant the applicant a market registration, by written notice to the applicant, after—

• (a) receipt of the documents referred to in subsection (2); and

• (b) receipt of any fees, charges, and costs required to be paid to the FMA by regulations made under section 49D; and

• (c) approval, under sections 36K and 36L, of the proposed market rules provided under subsection (2)(a)(i) for the market.

(1) A notice of market registration under section 36F(3)—

• (a) must identify the market registered and the person that holds the market registration under that section (the registered exchange); and

• (b) must identify the proposed market rules approved for the market (if any), and must identify the existing market rules that apply to the market (if any), but need not incorporate them; and

• (c) is a disallowable instrument, but not a legislative instrument, for the purposes of the Legislation Act 2012; and

• (ca) must be presented to the House of Representatives under section 41 of that Act; and

• (d) must, as soon as practicable after it is given, be—

  • (i) published on an Internet site maintained by or on behalf of the FMA; and

  • (ii) notified in the Gazette.

(2) A notice of market registration may relate to more than 1 market.

(1) No registered exchange may operate in New Zealand a securities or futures market for which it does not hold a market registration under this Part or an authorisation under Part 3 (but see section 36E, under which a market may be exempted from this section).

(2) Every person who acts in contravention of subsection (1) commits an offence (see section 43B(2) for the maximum penalty of a $10,000 fine per day).

(1) The purpose of this subpart is to provide for the approval of the market rules, and changes to the market rules, to apply to registered markets under contract between a registered exchange and the exchange participants.

(2) The following criteria are relevant to the implementation of that purpose (without limiting other relevant criteria):

• (a) promoting fair, orderly, and transparent securities and futures markets:

• (b) providing an appropriate level of protection for investors:

• (c) recognising the importance to securities and futures markets of attracting and retaining exchange participants and maintaining international competitiveness:

• (d) encouraging growth and innovation in New Zealand's securities and futures markets:

• (e) recognising the importance of maintaining international best practices in New Zealand's securities and futures markets:

• (f) recognising New Zealand's obligations under any international convention, international agreement, or international arrangement to which the Government of New Zealand is a party.

(3) The FMA must determine the weight to be given to each criterion in relation to the rules for any particular market, having regard to the nature of that market.

(1) A registered exchange must operate each of its registered markets in accordance with market rules for that market that—

• (a) include the required matters set out in section 36H; and

• (b) have effect under section 36I.

(2) A registered exchange that acts in contravention of subsection (1) commits an offence (see section 43B(2) for the maximum penalty of a $10,000 fine per day).

(1) Market rules for a securities market must—

• (a) include rules (listing rules) that—

  • (i) relate to the approval of persons for the purpose of enabling securities issued by those persons to be traded on the securities market; and

  • (ii) require those persons to be party to a listing agreement with the registered exchange and relate to the entry into, and revocation of, those listing agreements; and

  • (iii) relate to the governance of those persons; and

  • (iv) relate to the conduct or activities of those persons in relation to that market or to securities traded on that market; and

  • (v) relate to the monitoring and enforcement of those rules; and

• (b) include rules (business rules) that—

  • (i) relate to the authorisation of persons to undertake trading activities on, or otherwise participate in, the securities market; and

  • (ii) relate to the conduct or activities of those persons in relation to the securities market; and

  • (iii) govern the conduct of business on the securities market; and

  • (iv) relate to the monitoring and enforcement of those rules.

(2) Market rules for a futures market must include rules (business rules) that—

• (a) relate to the authorisation of persons to undertake trading activities on, or otherwise participate in, the futures market; and

• (b) relate to the conduct or activities of those persons in relation to the futures market; and

• (c) govern the conduct of business on the futures market; and

• (d) relate to the monitoring and enforcement of those rules.

A market rule, or part of a market rule, for a registered market has no effect, either in contract or for the purposes of section 36G, until it has been approved by the FMA under section 36L.

Sections 36K and 36L apply to proposed market rules provided to the FMA by an applicant under section 36F and proposed changes to market rules provided to the FMA by a registered exchange under section 36J.

(1) A registered exchange must provide any proposed change to its market rules for a registered market to the FMA before making that change.

(2) A change, in relation to the market rules for a registered market for the purposes of this subpart, includes a new market rule and an amendment to, and a revocation or cancellation of, an existing market rule.

(1) The FMA must, within the approval period, by written notice to the applicant for registration or the registered exchange,—

• (a) approve the proposed market rules or change provided under section 36F or section 36J (see section 36L); or

• (b) extend the approval period; or

• (c) decline to approve the proposed market rules or change.

(2) The approval period is 40 working days, or (if extended under subsection (1)(b)) 60 working days, after the FMA receives the proposed market rules or change.

(3) The revision by the applicant or registered exchange of the proposed market rules or change during the approval period in response to comments by the FMA, and the resubmittal of the revised proposed market rules or change, does not result in the commencement of a new approval period under this section.

(4) A notice under this section—

• (a) must identify the market rules, change, or changes to which it relates, but need not incorporate them; and

• (b) is a disallowable instrument, but not a legislative instrument, for the purposes of the Legislation Act 2012; and

• (ba) must be presented to the House of Representatives under section 41 of that Act; and

• (c) must, as soon as practicable after it is given, be—

  • (i) published on an Internet site maintained by or on behalf of the FMA; and

  • (ii) notified in the Gazette.

(5) A separate notice under this section of the decision to approve rules is not needed if there is a notice of market registration under section 36FA that notifies approval of these rules.

(6) The FMA's reasons for a decision under subsection (1)(b) or (c) must be published together with the decision.

(1) The FMA must approve the proposed market rules or a change provided to it under this Part unless the FMA is satisfied that—

• (a) it is not in the public interest to do so after having had regard to—

  • (i) the consistency of the rules or change with the obligations under section 36Y; and

  • (ii) the criteria stated in section 36FC and any other matters that it considers relevant; or

• (b) (if the rules include listing rules or the change affects listing rules) the listing rules, or the listing rules as changed, for the market will not achieve the purpose of subpart 1 of Part 2, after having regard to—

  • (i) that purpose; and

  • (ii) the criteria stated in section 19A; and

  • (iii) any other matters that the FMA considers relevant.

(2) The FMA must, in considering whether to approve proposed market rules provided under section 36F, take into account any existing market rules that the applicant proposes to also apply to the relevant market.

(1) The FMA may, if it considers it necessary or desirable to promote any of the criteria set out in section 36FC or the meeting of any of the obligations set out in section 36Y, request a registered exchange to prepare a draft change to the market rules for any of its registered markets on a matter specified in a written notice to the registered exchange.

(2) The FMA may make a request under subsection (1) only—

• (a) after carrying out a review under section 36YB(1) or (2); or

• (b) if it believes on reasonable grounds that it is urgent to do so at any other time.

(3) The registered exchange must, as soon as practicable but, in any case, before the expiry of 60 working days after receiving the written notice (or any further time allowed by the FMA), do either or both of the following things:

• (a) provide a proposed change to the FMA under section 36J that addresses the requested matter:

• (b) provide the FMA with a written report that—

  • (i) identifies any requested matter or matters that have not been addressed by a proposed change; and

  • (ii) explains why the registered exchange has not done so; and

  • (iii) suggests alternative ways (if any) by which the matter or matters are being or may be dealt with; and

  • (iv) sets out if, when, and how the registered exchange proposes to provide for the matter or matters (if at all).

(4) This section does not allow the FMA to request a draft market rule or change on a matter that is not within the matters set out in section 36H.

(1) A registered exchange must ensure that a copy of the market rules for each of its registered markets are—

• (a) available for public inspection, free of charge and during normal office hours, at the head office of that registered exchange; and

• (b) published on an Internet site maintained by, or on behalf of, the registered exchange at all reasonable times.

(2) A registered exchange that fails to comply with subsection (1) commits an offence (see section 43B for the maximum penalty of a $5,000 fine).

To avoid doubt, market rules are not—

• (a) regulations for any purpose; or

• (b) legislative instruments or disallowable instruments for the purposes of the Legislation Act 2012.

(1) The Governor-General may, by Order in Council made on the recommendation of the Minister, make regulations imposing, altering, or revoking a control limit (which is the highest percentage of voting rights in the body corporate that may be held or controlled by any person) for a body corporate that—

• (a) is, or may be, a registered exchange; or

• (b) is a holding company of a body corporate referred to in paragraph (a).

(2) A control limit does not apply to a body corporate before its registration, or its subsidiary's registration, as a registered exchange.

(3) The Minister must not make a recommendation for the purposes of subsection (1) unless he or she has consulted the body corporate and is satisfied that it is in the public interest to do so.

(4) For the purposes of this section and the rest of the subpart—

(1) No person may hold or control voting rights in a body corporate that exceed any control limit for that body corporate that applies under regulations made under section 36S(1) except in accordance with an approval under section 36V.

(2) For the purposes of this section, voting rights held or controlled by an associated person of a person must be treated as voting rights held or controlled by that person.

(3) Subsection (1) does not apply to any voting rights in a body corporate held or controlled by a person to the extent that those rights were held or controlled by that person before the control limit was imposed or decreased, as the case may be.

(4) In this section,—

• (a) a person is an associated person of another person if—

  • (i) they are acting jointly or in concert; or

  • (ii) either person acts, or is accustomed to act, in accordance with the wishes of the other person; or

  • (iii) they are related bodies corporate within the meaning of section 5(7); or

  • (iv) either person is able, directly or indirectly, to exert a substantial degree of influence over the activities of the other; or

  • (v) they are both, directly or indirectly, under the control of the same person; but

• (b) a director of a company or other body corporate is not an associated person of that company or body corporate merely because he or she is a director of that company or body corporate.

(1) Every person who contravenes section 36T(1) must—

• (a) take the steps that are necessary to ensure that the person is no longer in contravention of that subsection at the end of 90 days after the date of first contravention; and

• (b) while he or she contravenes that subsection, not exercise or control the exercise of any voting rights that exceed the control limit.

(2) Every person who contravenes subsection (1)(a) commits an offence (see section 43B for the maximum penalty of a $1,000 fine per day).

(3) An exercise of voting rights by or under the control of a person in contravention of subsection (1)(b) is of no effect, and must be disregarded by the person responsible for counting the votes concerned.

(1) A person may apply to the chief executive for approval for any person or class of persons to exceed a control limit for a body corporate that applies under regulations made under section 36S.

(2) The Governor-General may, by Order in Council made on the recommendation of the Minister, approve an application under subsection (1) and specify the terms and conditions (if any) applying to the approval.

(3) The Minister may not make a recommendation for the purposes of subsection (2) unless,—

• (a) if the body corporate is not the applicant or one of the applicants for the approval, he or she has consulted the body corporate on the application at least 30 days before making the recommendation; and

• (b) he or she is satisfied that it is in the public interest to make the recommendation.

(4) An approval granted under subsection (2)—

• (a) may have retrospective effect; but

• (b) is of no effect if any term or condition of the approval has not been complied with.

(5) An approval granted under subsection (2) is for the purposes of the control limit only, and not for the purposes of any other enactment.

(1) The Governor-General may, by Order in Council made on the recommendation of the Minister,—

• (a) revoke an approval granted under section 36V; or

• (b) vary, revoke, or suspend any term or condition of such an approval.

(2) The Minister may not make a recommendation for the purposes of subsection (1) unless—

• (a) he or she has consulted the person to whom the approval was granted and the body corporate concerned; and

• (b) he or she is satisfied that it is in the public interest to make the recommendation.

A registered exchange must,—

• (a) to the extent that it is reasonably practicable, do all things necessary to ensure that each of its registered markets is a fair, orderly, and transparent market; and

• (b) have adequate arrangements for operating its registered markets, including arrangements—

  • (i) for handling conflicts between the commercial interests of the registered exchange and the need for the registered exchange to ensure that the markets operate in the way referred to in paragraph (a); and

  • (ii) for monitoring the conduct of exchange participants on or in relation to the markets; and

  • (iii) for enforcing compliance with the relevant market rules; and

  • (iv) that ensure there is a sufficiently independent adjudicative body to adjudicate on contraventions of market rules that are referred to it; and

• (c) have sufficient resources (including financial, technological, and human resources) to operate its registered markets properly.

(1) A registered exchange must, within 3 months after the end of its financial year, give a report to the FMA and the Minister on the extent to which it has complied with its obligations under section 36Y in the preceding financial year.

(2) The annual report for a financial year must contain, or be accompanied by, the information (if any) in relation to the registered exchange's performance against its obligations under section 36Y, specified by the FMA before the commencement of the relevant financial year.

(3) The FMA and the registered exchange may, on the terms and conditions that they think fit, agree that the first annual report and the first review under section 36YB relate to a period prior to the commencement of this section.

(1) The FMA may, at any time, carry out a review of how well a registered exchange is meeting any or all of its obligations under section 36Y.

(2) The FMA must carry out a review of how well a registered exchange is meeting all of its obligations under section 36Y at least once in respect of each financial year of the registered exchange.

(3) The FMA—

• (a) may, in carrying out the review, take into account the most recent annual report and other information provided under section 36YA and any other information it considers appropriate; and

• (b) must, after carrying out the review, provide a draft written report on its review to the registered exchange and take into account any submissions made by the exchange within the reasonable period for submissions specified by the FMA.

(4) The FMA must not carry out a review of a designated settlement system (within the meaning of section 156M(1) of the Reserve Bank of New Zealand Act 1989) of a registered exchange under this section (but nothing in this subsection prevents a review under that Act being carried on in conjunction with a review under this section).

(5) The first review of a financial year under subsection (2) may relate to the period covered by the first annual report provided under section 36YA.

(1) The FMA must give a written report on a review under section 36YB to the Minister and the registered exchange—

• (a) as soon as practicable after carrying out the review; and

• (b) in any case, within 3 months after the exchange has provided an annual report to the FMA under section 36YA.

(2) The FMA must also publish the written report on the review on an Internet site maintained by or on behalf of the FMA.

(3) However, the FMA may, in publishing the written report of its review, omit from the published report any information for which it considers there would be a good reason for withholding under the Official Information Act 1982 if a request for that information were made under that Act.

(1) If the FMA considers that the registered exchange has failed or is failing to meet any 1 or more of its obligations under section 36Y after carrying out a review under section 36YB(1) or (2), it may, by written notice, require the exchange to submit an action plan to the FMA.

(2) The notice must—

• (a) set out the details of the failure; and

• (b) specify the date by which the action plan must be submitted to the FMA.

(3) The registered exchange must, as soon as practicable but in any case before the date specified by the FMA, do either or both of the following things:

• (a) provide an action plan that addresses the failure and specifies—

  • (i) the actions that the registered exchange proposes to take to remedy the failure or avoid any further failure; and

  • (ii) the timetable for taking those actions:

• (b) provide the FMA with a written report that—

  • (i) identifies any matter that has not been addressed by an action plan; and

  • (ii) explains why the registered exchange does not consider that matter to be a failure or gives any other reasons why the registered exchange has not provided an action plan on the matter.

(1) If a registered exchange submits an action plan, the FMA may—

• (a) approve the action plan; or

• (b) require the registered exchange to amend the action plan and resubmit it to the FMA by a specified date for approval or rejection; or

• (c) reject the action plan.

(2) If the FMA requires the registered exchange to amend an action plan provided to the FMA, the registered exchange must do either or both of the following things:

• (a) provide an amended action plan that addresses the matter required to be amended:

• (b) provide the FMA with a written report that—

  • (i) identifies any matter that has not been addressed by an amendment to the action plan first provided; and

  • (ii) explains why the registered exchange does not consider that the matter needs amending or gives any other reasons why the registered exchange has not provided an amendment addressing the matter.

(3) If the FMA approves the action plan (whether as first provided or after amendment), the registered exchange must comply with the action plan.

(4) An action plan that has been approved by the FMA may be varied at any time by agreement between the registered exchange and the FMA.

(1) The Minister may, on the recommendation of the FMA, give a written direction to a registered exchange if—

• (a) the Minister considers that the registered exchange has failed or is failing to meet any 1 or more of its obligations under section 36Y; and

• (b) any of the following has occurred:

  • (i) the registered exchange has not provided an action plan when required under section 36YD; or

  • (ii) the registered exchange has not provided an amended action plan when required under section 36YE; or

  • (iii) the FMA has rejected a registered exchange's action plan; or

  • (iv) the registered exchange has not complied with an approved action plan.

(2) The direction may specify—

• (a) the actions that the registered exchange must take to remedy any failure or avoid any further failure to meet any 1 or more of its obligations under section 36Y; and

• (b) the timetable for taking those actions.

(3) The registered exchange must comply with the direction.

(1) A registered exchange must notify the FMA, in accordance with sections 36ZE and 36ZF, if—

• (a) the exchange takes any disciplinary action for a contravention of its market rules against any person:

• (b) the exchange knows or suspects that a person has committed, is committing, or is likely to commit a significant contravention of—

  • (i) the exchange's market rules; or

  • (ii) this Act, the Securities Act 1978, the Takeovers Act 1993, or any enactment made under any of those Acts.

(2) The FMA must notify the registered exchange of its decision to take, or not to take, any action in relation to a notification under subsection (1)(b)(ii).

The registered exchange must give the notice under section 36ZD immediately after taking the disciplinary action or knowing or suspecting the person has committed, is committing, or is likely to commit the significant contravention.

(1) The notice under section 36ZD must include—

• (a) the person's name and contact details; and

• (b) if it relates to a disciplinary action, the grounds for, nature of, and reasons for the action taken; and

• (c) if it relates to a known or suspected contravention, the facts supporting the registered exchange's view and to which obligation the known or suspected contravention relates; and

• (d) any other information required by regulations under section 49D or by the FMA under section 36ZK.

(2) The registered exchange must give the notice in the form and by the method required by any regulations made under section 49D.

(1) A registered exchange must, if requested by the FMA, give to the FMA the information that is necessary to enable the FMA to carry out real-time surveillance of the operation of the exchange's registered markets.

(2) The FMA must pay all reasonable costs of the registered exchange in providing the information under this section.

If a registered exchange makes material information available to participants, or any class of participants, of a registered market, the exchange must also give that information to the FMA in accordance with sections 36ZH to 36ZJ.

The registered exchange must give the information under section 36ZG to the FMA immediately after giving it to market participants.

The registered exchange must give the information under section 36ZG to the FMA in the same form and by the same method as it gives that information to market participants.

(1) Sections 36ZD to 36ZI do not apply to the extent that the FMA—

• (a) waives its entitlement to any notice or information or class or classes of notices or information; or

• (b) agrees with the registered exchange a different time, form, or method of notification or disclosure.

(2) A waiver or agreement under this section must be in writing.

(1) A registered exchange must give to the FMA or the Takeovers Panel (or any person authorised by the FMA or Takeovers Panel) information, assistance, and access to the exchange's facilities if the FMA or Takeovers Panel reasonably requests it to carry out its functions.

(2) The FMA or Takeovers Panel must require that information, assistance, or access by notice in writing to the registered exchange.

(1) A registered exchange may provide to the FMA any information that the exchange considers may assist the FMA in the performance of the FMA's functions.

(2) A registered exchange may provide to the Takeovers Panel any information that the exchange considers may assist the Takeovers Panel in the performance of its functions.

(1) This section and section 36ZN apply to a determination by a registered exchange if—

• (a) the determination exempts from, waives, or determines the meaning of a continuous disclosure provision of its listing rules for any of its registered markets (or varies or revokes a determination of that kind); and

• (b) that continuous disclosure provision relates to material information that is not generally available to the market; and

• (c) no regulations under section 48E declare that section 19C applies to that exchange.

(2) The registered exchange must—

• (a) give the FMA no less than 2 trading days' written notice before making the determination of—

  • (i) the proposed terms of the determination; and

  • (ii) the reasons for the proposed determination; and

• (b) have regard to any written submissions made to it by the FMA within that notice period; and

• (c) must, as soon as reasonably practicable after making the determination, give written notice to the FMA of—

  • (i) the terms of the determination; and

  • (ii) the reasons for the determination.

(3) A failure to comply with this section or section 36ZN does not affect the validity of a determination.

If the registered exchange thinks it necessary or desirable in the public interest for a determination to be made more urgently than section 36ZM(2) permits,—

• (a) it may give less than 2 trading days' notice before it makes the determination and the notice and submissions may be oral, not written; but

• (b) it must include in that notice the reasons for acting urgently and must otherwise comply with that subsection.

(1) The FMA may give a direction under subsection (2) to a registered exchange in relation to any of its registered markets in accordance with sections 36ZP to 36ZT.

(2) The FMA may, for up to 21 days,—

• (a) direct a registered exchange to suspend trading of either or both of the following:

  • (i) the securities, or a class of securities, of 1 or more public issuers:

  • (ii) 1 or more futures contracts, or a class of futures contracts, traded on a registered market; or

• (b) give the registered exchange any other direction in relation to that trading.

(3) For the avoidance of doubt, the FMA may not use its power to direct the registered exchange to amend the market rules or direct the registered exchange on the making of a determination on the market rules.

(4) The direction is subject to appeal only in accordance with section 47A.

(1) A direction on the grounds in this section is a continuous disclosure direction.

(2) A direction may be given under section 36ZO in accordance with sections 36ZR to 36ZT if the FMA—

• (a) has regard to the purpose of subpart 1 of Part 2, the criteria stated in section 19A, and any other matters it considers relevant; and

• (b) is satisfied that one of the following grounds applies:

  • (i) a public issuer has contravened a continuous disclosure obligation or a term or condition of a continuous disclosure exemption; or

  • (ii) a determination by a registered exchange to which section 36ZM applies does not achieve the purpose of subpart 1 of Part 2; or

  • (iii) the registered exchange's administration of the continuous disclosure provisions of its listing rules does not achieve the purpose of subpart 1 of Part 2 (and section 19C does not apply to the exchange); or

  • (iv) if section 19C applies to a registered exchange, a continuous disclosure exemption (other than an exemption contained in regulations) does not achieve the purpose of subpart 1 of Part 2; or

  • (v) if section 19C applies to a registered exchange, the administration of the continuous disclosure provisions of regulations does not achieve the purpose of subpart 1 of Part 2; and